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Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
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No. 45-0357838
(IRS Employer
Identification No.)
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Large accelerated filer
o
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Accelerated filer
x
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Non-accelerated filer
o
(Do not check if a
smaller reporting company)
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Smaller reporting company
o
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Page No.
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•
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new and used equipment sales;
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•
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parts sales;
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•
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repair and maintenance services; and
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•
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equipment rental and other activities.
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•
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our ability to manage inventory through our centralized inventory management system, thus allowing inventory exchanges among the stores, which permits us to maintain only the inventory deemed needed by each store while providing significant breadth of parts and equipment to our customers;
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•
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our ability to use expanded sales channels, including used equipment listings hosted on our website, which enables us to offer our customers alternative purchasing options; and
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•
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our ability to sell inventory to customers in a large geographic area covering Arizona, Colorado, Iowa, Minnesota, Montana, Nebraska, New Mexico, North Dakota, South Dakota, Wisconsin and Wyoming, which enables us to
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•
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our ability to staff a large number of highly-trained service technicians across our network of stores, which makes it possible to schedule repair services on short notice without affecting our technician utilization rates;
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•
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our ability to staff and leverage product and application specialists across our network of stores, which makes it possible to offer valuable pre-sale and aftermarket services, including equipment training, best practices education and precision farming technology support; and
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•
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our ability to innovate and lead our industry through initiatives such as GPS guidance systems to support precision farming in our geographic markets, which provide our customers with the latest advances in technology and operating practices.
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•
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employing significant marketing and advertising programs, including targeted direct mailings, advertising with targeted local media outlets, participation in and sponsorship of trade shows and industry events, our Titan Trader monthly magazine, and by hosting open houses, service clinics, equipment demonstrations, product showcases and customer appreciation outings;
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•
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supporting and providing customers with training for evolving technologies, such as precision farming, that are difficult for single-store operators to support;
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•
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maintaining state-of-the-art service facilities, mobile service trucks and trained service technicians to maximize our customers' equipment uptime through preventative maintenance programs and seasonal 24/7 service support; and
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•
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utilizing our inventory system to maximize parts and equipment availability for our customers.
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•
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our employee field marketers, who operate out of our network of local stores and call on customers in the markets surrounding each store;
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•
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parts managers and service managers, who provide our customers with comprehensive after-market support;
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•
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local and national advertising efforts, including broadcast, cable, print and web-based media; and
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•
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our remarketing division, which trades and sells used equipment through our outlet store and website.
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•
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Floorplan payable financing for the purchase of a substantial portion of our equipment inventory.
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•
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A significant percentage of the financing used by our customers to purchase CNH equipment from us.
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•
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Incentive programs and discount programs from time to time that enable us to price our products more competitively.
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•
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Promotional and marketing activities on national, regional and local levels.
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•
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difficulties in implementing our business model in foreign markets;
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•
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costs and diversion of domestic management attention related to oversight of international operations;
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•
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unexpected adverse changes in export duties, quotas and tariffs and difficulties in obtaining import licenses;
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•
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unexpected adverse changes in foreign laws or regulatory requirements;
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•
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compliance with a variety of tax regulations, foreign laws and regulations which may be burdensome;
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•
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compliance with the Foreign Corrupt Practices Act and other U.S. laws that apply to the international operations of U.S. companies which may be difficult and costly to implement and monitor and which, if violated, may result in substantial financial and reputation harm;
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•
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fluctuations in foreign currency exchange rates to which we are exposed may adversely affect the results of our operations, the value of our foreign assets and liabilities and our cash flows;
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•
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political or economic changes or instability.
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•
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increase our vulnerability to general adverse economic and industry conditions;
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•
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limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate; and
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•
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limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions or general corporate purposes.
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•
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incur more debt;
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make investments;
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•
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create liens;
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•
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merge or consolidate;
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•
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transfer and sell assets;
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•
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pay dividends;
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•
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repurchase shares of stock.
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•
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market prices for like new equipment;
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•
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wear and tear on the equipment;
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•
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time of year that the equipment is sold;
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•
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the supply of used equipment on the market; and
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•
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general economic conditions.
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North Dakota (14 stores)
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Minnesota (14 stores, including 1 outlet)
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Iowa (13 stores, including 1 outlet)
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Arthur
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Lidgerwood
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Ada
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Moorhead
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Anthon
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Kingsley
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Casselton
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Lisbon
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Albert Lea*
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Moorhead (outlet)
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Avoca
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Le Mars
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Grand Forks*
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Mandan*
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Crookston*
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Pipestone
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Blairstown
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Pella
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Jamestown
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Mayville
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Elbow Lake
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Redwood Falls
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Center Point*
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Sioux City (outlet)
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Kintyre
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Wahpeton (2 stores)
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Fergus Falls
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Roseau
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Cherokee
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Waverly
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Kulm
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Wishek
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Graceville
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Thief River Falls
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Greenfield
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Williams
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Lamoure
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Marshall*
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Winger
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Grundy Center
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South Dakota (11 stores)
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Nebraska (13 stores)
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Aberdeen (2 stores)*
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Pierre*
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Broken Bow
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Lexington*
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Highmore
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Platte
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Fremont
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McCook
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Huron
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Redfield
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Grand Island*
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North Platte*
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Milbank
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Sioux Falls*
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Hastings
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Ord
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Miller
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Watertown
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Holdrege
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Wahoo
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Imperial
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Wayne
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Kearney*
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North Dakota (6 stores)
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Montana (3 stores)
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Minnesota (3 stores)
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Bismarck
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Minot
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Billings
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Missoula
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Duluth
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Shakopee
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Dickinson
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Williston
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Great Falls
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Rogers
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Fargo (2 stores)
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Colorado (3 stores)
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Iowa (3 stores)
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Nebraska (2 stores)
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Colorado Springs
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Windsor
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Davenport
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Sioux City
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Lincoln
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Omaha
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Denver
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Des Moines
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South Dakota (2 stores)
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Arizona (2 stores)
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Wyoming (1 store)
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Rapid City
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Sioux Falls
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Phoenix
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Tucson
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Gillette
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New Mexico (1 store)
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Wisconsin (1 store)
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Albuquerque
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La Crosse
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Europe (16 stores)
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Burgas, Bulgaria
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Cluj Napoca, Romania
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Dobrich, Bulgaria
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Constanta, Romania
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Montana, Bulgaria
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Oradea, Romania
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Pleven, Bulgaria
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Roman, Romania
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Ruse, Bulgaria
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Timisoara, Romania
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Sofia, Bulgaria
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Novi Sad, Serbia
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Stara Zagora, Bulgaria
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Kiev, Ukraine
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Bucharest, Romania
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Vinnitsa, Ukraine
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Name
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Age
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Position
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David Meyer
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61
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Board Chair and Chief Executive Officer
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Peter Christianson
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58
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President and Director
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Mark Kalvoda
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43
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Chief Financial Officer
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High
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Low
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||||
Fiscal 2015
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||||
First Quarter
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$
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20.40
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$
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14.57
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Second Quarter
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18.25
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14.51
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Third Quarter
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14.98
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11.85
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Fourth Quarter
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15.45
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10.69
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Fiscal 2014
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||||
First Quarter
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$
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32.00
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$
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20.60
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Second Quarter
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24.00
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18.68
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||
Third Quarter
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19.64
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15.75
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||
Fourth Quarter
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18.96
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14.19
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January 31,
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||||||||||||||||||||||
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2010
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2011
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2012
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2013
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2014
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2015
|
||||||||||||
Titan Machinery Inc.
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$
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100.00
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$
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219.87
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|
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$
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224.50
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$
|
262.34
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$
|
147.91
|
|
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$
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128.22
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|
Russell 2000 Index
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100.00
|
|
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129.77
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|
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131.69
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149.84
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187.84
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193.57
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||||||
S&P 500 Retail Index
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100.00
|
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125.29
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139.50
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|
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175.64
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|
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218.28
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|
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259.21
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2015
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2014
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2013
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2012
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2011
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|||||
Store Count Data
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|||||
Net change in store count during fiscal year
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(7
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)
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2
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24
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15
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6
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Store count at end of fiscal year
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112
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119
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117
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93
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78
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Year Ended January 31,
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||||||||||||||||||
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2015
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2014
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2013
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2012
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2011
|
||||||||||
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(in thousands, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
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||||||||||
Revenue
|
|
|
|
|
|
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|
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||||||||||
Equipment
|
$
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1,398,195
|
|
|
$
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1,722,738
|
|
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$
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1,763,877
|
|
|
$
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1,303,900
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|
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$
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855,443
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Parts
|
270,262
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|
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275,750
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|
|
242,368
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|
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201,404
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|
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140,982
|
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|||||
Service
|
147,356
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|
|
149,082
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|
|
127,779
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|
|
103,474
|
|
|
74,506
|
|
|||||
Rental and other
|
84,433
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|
|
78,876
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|
64,396
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|
|
50,214
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|
|
23,558
|
|
|||||
Total Revenue
|
1,900,246
|
|
|
2,226,446
|
|
|
2,198,420
|
|
|
1,658,992
|
|
|
1,094,489
|
|
|||||
Cost of Revenue
|
|
|
|
|
|
|
|
|
|
||||||||||
Equipment
|
1,286,148
|
|
|
1,576,246
|
|
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1,600,233
|
|
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1,171,618
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|
|
773,060
|
|
|||||
Parts
|
189,540
|
|
|
192,199
|
|
|
169,164
|
|
|
140,096
|
|
|
100,281
|
|
|||||
Service
|
53,924
|
|
|
54,608
|
|
|
45,748
|
|
|
37,236
|
|
|
27,767
|
|
|||||
Rental and other
|
62,250
|
|
|
55,319
|
|
|
43,914
|
|
|
34,581
|
|
|
18,813
|
|
|||||
Total Cost of Revenue
|
1,591,862
|
|
|
1,878,372
|
|
|
1,859,059
|
|
|
1,383,531
|
|
|
919,921
|
|
|||||
Gross Profit
|
308,384
|
|
|
348,074
|
|
|
339,361
|
|
|
275,461
|
|
|
174,568
|
|
|||||
Operating Expenses
|
273,271
|
|
|
291,202
|
|
|
247,557
|
|
|
193,860
|
|
|
130,541
|
|
|||||
Impairment and Realignment Costs
|
34,390
|
|
|
9,997
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Income from Operations
|
723
|
|
|
46,875
|
|
|
91,804
|
|
|
81,601
|
|
|
44,027
|
|
|||||
Other Income (Expense)
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income and other income (expense)
|
(4,272
|
)
|
|
2,109
|
|
|
1,654
|
|
|
1,643
|
|
|
1,794
|
|
|||||
Interest expense
|
(34,791
|
)
|
|
(30,555
|
)
|
|
(22,762
|
)
|
|
(9,670
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)
|
|
(8,584
|
)
|
|||||
Income (Loss) Before Income Taxes
|
(38,340
|
)
|
|
18,429
|
|
|
70,696
|
|
|
73,574
|
|
|
37,237
|
|
|||||
Provision for (Benefit from) Income Taxes
|
(4,923
|
)
|
|
10,325
|
|
|
28,137
|
|
|
29,429
|
|
|
14,895
|
|
|||||
Net Income (Loss) Including Noncontrolling Interest
|
(33,417
|
)
|
|
8,104
|
|
|
42,559
|
|
|
44,145
|
|
|
22,342
|
|
|||||
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
(1,260
|
)
|
|
(747
|
)
|
|
86
|
|
|
(15
|
)
|
|
—
|
|
|||||
Net Income (Loss) Attributable to Titan Machinery Inc.
|
(32,157
|
)
|
|
8,851
|
|
|
42,473
|
|
|
44,160
|
|
|
22,342
|
|
|||||
Net (Income) Loss Allocated to Participating Securities
|
559
|
|
|
(129
|
)
|
|
(443
|
)
|
|
(409
|
)
|
|
(232
|
)
|
|||||
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
(31,598
|
)
|
|
$
|
8,722
|
|
|
$
|
42,030
|
|
|
$
|
43,751
|
|
|
$
|
22,110
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings (Loss) per Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
$
|
(1.51
|
)
|
|
$
|
0.42
|
|
|
$
|
2.02
|
|
|
$
|
2.21
|
|
|
$
|
1.25
|
|
Diluted
|
$
|
(1.51
|
)
|
|
$
|
0.41
|
|
|
$
|
2.00
|
|
|
$
|
2.18
|
|
|
$
|
1.23
|
|
Weighted average shares outstanding
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic
|
20,989
|
|
|
20,894
|
|
|
20,787
|
|
|
19,809
|
|
|
17,658
|
|
|||||
Diluted
|
20,989
|
|
|
21,040
|
|
|
20,987
|
|
|
20,110
|
|
|
17,961
|
|
•
|
new and used equipment sales;
|
•
|
parts sales;
|
•
|
repair and maintenance services; and
|
•
|
equipment rental and other activities.
|
•
|
CNH Industrial’s product offerings, reputation and market share
|
•
|
CNH Industrial’s product prices and incentive and discount programs
|
•
|
Supply of inventory from CNH Industrial
|
•
|
CNH Industrial provides floorplan payable financing for the purchase of a substantial portion of our inventory
|
•
|
CNH Industrial provides a significant percentage of the financing used by our customers to purchase CNH Industrial equipment from us.
|
•
|
Equipment
: We derive equipment revenue from the sale of new and used agricultural and construction equipment.
|
•
|
Parts:
We derive parts revenue from the sale of parts for equipment that we sell, as well as for other equipment makes. Our parts sales provide us with a relatively stable revenue stream that is less sensitive to the economic cycles that affect our equipment sales.
|
•
|
Service:
We derive services revenue from repair and maintenance services to our customers' equipment. Our repair and maintenance services provide a high-margin, relatively stable source of revenue through changing economic cycles.
|
•
|
Rental and other:
We derive other revenue from equipment rentals and ancillary equipment support activities such as equipment transportation, GPS signal subscriptions and reselling finance and insurance products.
|
•
|
Equipment:
Cost of equipment revenue is the lower of the acquired cost or the market value of the specific piece of equipment sold.
|
•
|
Parts:
Cost of parts revenue is the lower of the acquired cost or the market value of the parts sold, based on average costing.
|
•
|
Service:
Cost of service revenue represents costs attributable to services provided for the maintenance and repair of customer-owned equipment and equipment then on-rent by customers.
|
•
|
Rental and other:
Costs of other revenue represent costs associated with equipment rental, such as depreciation, maintenance and repairs, as well as costs associated providing transportation, hauling, parts freight, GPS subscriptions and damage waivers, including, among other items, drivers' wages, fuel costs, shipping costs and our costs related to damage waiver policies.
|
|
Year Ended January 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands)
|
||||||||||
Equipment
|
|
|
|
|
|
||||||
Revenue
|
$
|
1,398,195
|
|
|
$
|
1,722,738
|
|
|
$
|
1,763,877
|
|
Cost of revenue
|
1,286,148
|
|
|
1,576,246
|
|
|
1,600,233
|
|
|||
Gross profit
|
$
|
112,047
|
|
|
$
|
146,492
|
|
|
$
|
163,644
|
|
Gross profit margin
|
8.0
|
%
|
|
8.5
|
%
|
|
9.3
|
%
|
|||
Parts
|
|
|
|
|
|
||||||
Revenue
|
$
|
270,262
|
|
|
$
|
275,750
|
|
|
$
|
242,368
|
|
Cost of revenue
|
189,540
|
|
|
192,199
|
|
|
169,164
|
|
|||
Gross profit
|
$
|
80,722
|
|
|
$
|
83,551
|
|
|
$
|
73,204
|
|
Gross profit margin
|
29.9
|
%
|
|
30.3
|
%
|
|
30.2
|
%
|
|||
Service
|
|
|
|
|
|
||||||
Revenue
|
$
|
147,356
|
|
|
$
|
149,082
|
|
|
$
|
127,779
|
|
Cost of revenue
|
53,924
|
|
|
54,608
|
|
|
45,748
|
|
|||
Gross profit
|
$
|
93,432
|
|
|
$
|
94,474
|
|
|
$
|
82,031
|
|
Gross profit margin
|
63.4
|
%
|
|
63.4
|
%
|
|
64.2
|
%
|
|||
Rental and other
|
|
|
|
|
|
||||||
Revenue
|
$
|
84,433
|
|
|
$
|
78,876
|
|
|
$
|
64,396
|
|
Cost of revenue
|
62,250
|
|
|
55,319
|
|
|
43,914
|
|
|||
Gross profit
|
$
|
22,183
|
|
|
$
|
23,557
|
|
|
$
|
20,482
|
|
Gross profit margin
|
26.3
|
%
|
|
29.9
|
%
|
|
31.8
|
%
|
|
Year Ended January 31,
|
|||||||
|
2015
|
|
2014
|
|
2013
|
|||
Revenue
|
|
|
|
|
|
|||
Equipment
|
73.6
|
%
|
|
77.4
|
%
|
|
80.3
|
%
|
Parts
|
14.2
|
%
|
|
12.4
|
%
|
|
11.0
|
%
|
Service
|
7.8
|
%
|
|
6.7
|
%
|
|
5.8
|
%
|
Rental and other
|
4.4
|
%
|
|
3.5
|
%
|
|
2.9
|
%
|
Total Revenue
|
100.0
|
%
|
|
100.0
|
%
|
|
100.0
|
%
|
Total Cost of Revenue
|
83.8
|
%
|
|
84.4
|
%
|
|
84.6
|
%
|
Gross Profit Margin
|
16.2
|
%
|
|
15.6
|
%
|
|
15.4
|
%
|
Operating Expenses
|
14.4
|
%
|
|
13.1
|
%
|
|
11.2
|
%
|
Impairment and Realignment Costs
|
1.8
|
%
|
|
0.4
|
%
|
|
—
|
%
|
Income from Operations
|
—
|
%
|
|
2.1
|
%
|
|
4.2
|
%
|
Other Income (Expense)
|
(2.0
|
)%
|
|
(1.3
|
)%
|
|
(1.0
|
)%
|
Income (Loss) Before Income Taxes
|
(2.0
|
)%
|
|
0.8
|
%
|
|
3.2
|
%
|
Provision for (Benefit from) Income Taxes
|
(0.2
|
)%
|
|
0.4
|
%
|
|
1.3
|
%
|
Net Income (Loss) Including Noncontrolling Interest
|
(1.8
|
)%
|
|
0.4
|
%
|
|
1.9
|
%
|
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
(0.1
|
)%
|
|
—
|
%
|
|
—
|
%
|
Net Income (Loss) Attributable to Titan Machinery Inc.
|
(1.7
|
)%
|
|
0.4
|
%
|
|
1.9
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Equipment
|
$
|
1,398,195
|
|
|
$
|
1,722,738
|
|
|
$
|
(324,543
|
)
|
|
(18.8
|
)%
|
Parts
|
270,262
|
|
|
275,750
|
|
|
(5,488
|
)
|
|
(2.0
|
)%
|
|||
Service
|
147,356
|
|
|
149,082
|
|
|
(1,726
|
)
|
|
(1.2
|
)%
|
|||
Rental and other
|
84,433
|
|
|
78,876
|
|
|
5,557
|
|
|
7.0
|
%
|
|||
Total Revenue
|
$
|
1,900,246
|
|
|
$
|
2,226,446
|
|
|
$
|
(326,200
|
)
|
|
(14.7
|
)%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
112,047
|
|
|
$
|
146,492
|
|
|
$
|
(34,445
|
)
|
|
(23.5
|
)%
|
Parts
|
80,722
|
|
|
83,551
|
|
|
(2,829
|
)
|
|
(3.4
|
)%
|
|||
Service
|
93,432
|
|
|
94,474
|
|
|
(1,042
|
)
|
|
(1.1
|
)%
|
|||
Rental and other
|
22,183
|
|
|
23,557
|
|
|
(1,374
|
)
|
|
(5.8
|
)%
|
|||
Total Gross Profit
|
$
|
308,384
|
|
|
$
|
348,074
|
|
|
$
|
(39,690
|
)
|
|
(11.4
|
)%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
8.0
|
%
|
|
8.5
|
%
|
|
(0.5
|
)%
|
|
(5.9
|
)%
|
|||
Parts
|
29.9
|
%
|
|
30.3
|
%
|
|
(0.4
|
)%
|
|
(1.3
|
)%
|
|||
Service
|
63.4
|
%
|
|
63.4
|
%
|
|
—
|
%
|
|
—
|
%
|
|||
Rental and other
|
26.3
|
%
|
|
29.9
|
%
|
|
(3.6
|
)%
|
|
(12.0
|
)%
|
|||
Total Gross Profit Margin
|
16.2
|
%
|
|
15.6
|
%
|
|
0.6
|
%
|
|
3.8
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
36.3
|
%
|
|
42.1
|
%
|
|
(5.8
|
)%
|
|
(13.8
|
)%
|
|||
Parts
|
26.2
|
%
|
|
24.0
|
%
|
|
2.2
|
%
|
|
9.2
|
%
|
|||
Service
|
30.3
|
%
|
|
27.1
|
%
|
|
3.2
|
%
|
|
11.8
|
%
|
|||
Rental and other
|
7.2
|
%
|
|
6.8
|
%
|
|
0.4
|
%
|
|
5.9
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
273,271
|
|
|
$
|
291,202
|
|
|
$
|
(17,931
|
)
|
|
(6.2
|
)%
|
Operating Expenses as a Percentage of Revenue
|
14.4
|
%
|
|
13.1
|
%
|
|
1.3
|
%
|
|
9.9
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
Increase
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Impairment and Realignment Costs
|
$
|
34,390
|
|
|
$
|
9,997
|
|
|
$
|
24,393
|
|
|
244.0
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income (expense)
|
$
|
(4,272
|
)
|
|
$
|
2,109
|
|
|
$
|
(6,381
|
)
|
|
(302.6
|
)%
|
Floorplan interest expense
|
(20,477
|
)
|
|
(16,764
|
)
|
|
3,713
|
|
|
22.1
|
%
|
|||
Other interest expense
|
(14,314
|
)
|
|
(13,791
|
)
|
|
523
|
|
|
3.8
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
Decrease
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Provision for (Benefit from) Income Taxes
|
$
|
(4,923
|
)
|
|
$
|
10,325
|
|
|
$
|
(15,248
|
)
|
|
(147.7
|
)%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2015
|
|
2014
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
1,372,716
|
|
|
$
|
1,765,821
|
|
|
$
|
(393,105
|
)
|
|
(22.3
|
)%
|
Construction
|
434,639
|
|
|
405,822
|
|
|
28,817
|
|
|
7.1
|
%
|
|||
International
|
166,379
|
|
|
145,884
|
|
|
20,495
|
|
|
14.0
|
%
|
|||
Segment revenue
|
1,973,734
|
|
|
2,317,527
|
|
|
(343,793
|
)
|
|
(14.8
|
)%
|
|||
Eliminations
|
(73,488
|
)
|
|
(91,081
|
)
|
|
17,593
|
|
|
19.3
|
%
|
|||
Total
|
$
|
1,900,246
|
|
|
$
|
2,226,446
|
|
|
$
|
(326,200
|
)
|
|
(14.7
|
)%
|
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
(13,429
|
)
|
|
$
|
59,574
|
|
|
$
|
(73,003
|
)
|
|
(122.5
|
)%
|
Construction
|
(10,770
|
)
|
|
(28,083
|
)
|
|
17,313
|
|
|
61.6
|
%
|
|||
International
|
(17,248
|
)
|
|
(5,544
|
)
|
|
(11,704
|
)
|
|
(211.1
|
)%
|
|||
Segment income (loss) before income taxes
|
(41,447
|
)
|
|
25,947
|
|
|
(67,394
|
)
|
|
(259.7
|
)%
|
|||
Shared Resources
|
2,144
|
|
|
(6,650
|
)
|
|
8,794
|
|
|
132.2
|
%
|
|||
Eliminations
|
963
|
|
|
(868
|
)
|
|
1,831
|
|
|
210.9
|
%
|
|||
Income (Loss) Before Income Taxes
|
$
|
(38,340
|
)
|
|
$
|
18,429
|
|
|
$
|
(56,769
|
)
|
|
(308.0
|
)%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2014
|
|
2013
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Equipment
|
$
|
1,722,738
|
|
|
$
|
1,763,877
|
|
|
$
|
(41,139
|
)
|
|
(2.3
|
)%
|
Parts
|
275,750
|
|
|
242,368
|
|
|
33,382
|
|
|
13.8
|
%
|
|||
Service
|
149,082
|
|
|
127,779
|
|
|
21,303
|
|
|
16.7
|
%
|
|||
Rental and other
|
78,876
|
|
|
64,396
|
|
|
14,480
|
|
|
22.5
|
%
|
|||
Total Revenue
|
$
|
2,226,446
|
|
|
$
|
2,198,420
|
|
|
$
|
28,026
|
|
|
1.3
|
%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2014
|
|
2013
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Gross Profit
|
|
|
|
|
|
|
|
|||||||
Equipment
|
$
|
146,492
|
|
|
$
|
163,644
|
|
|
$
|
(17,152
|
)
|
|
(10.5
|
)%
|
Parts
|
83,551
|
|
|
73,204
|
|
|
10,347
|
|
|
14.1
|
%
|
|||
Service
|
94,474
|
|
|
82,031
|
|
|
12,443
|
|
|
15.2
|
%
|
|||
Rental and other
|
23,557
|
|
|
20,482
|
|
|
3,075
|
|
|
15.0
|
%
|
|||
Total Gross Profit
|
$
|
348,074
|
|
|
$
|
339,361
|
|
|
$
|
8,713
|
|
|
2.6
|
%
|
Gross Profit Margin
|
|
|
|
|
|
|
|
|||||||
Equipment
|
8.5
|
%
|
|
9.3
|
%
|
|
(0.8
|
)%
|
|
(8.6
|
)%
|
|||
Parts
|
30.3
|
%
|
|
30.2
|
%
|
|
0.1
|
%
|
|
0.3
|
%
|
|||
Service
|
63.4
|
%
|
|
64.2
|
%
|
|
(0.8
|
)%
|
|
(1.2
|
)%
|
|||
Rental and other
|
29.9
|
%
|
|
31.8
|
%
|
|
(1.9
|
)%
|
|
(6.0
|
)%
|
|||
Total Gross Profit Margin
|
15.6
|
%
|
|
15.4
|
%
|
|
0.2
|
%
|
|
1.3
|
%
|
|||
Gross Profit Mix
|
|
|
|
|
|
|
|
|||||||
Equipment
|
42.1
|
%
|
|
48.2
|
%
|
|
(6.1
|
)%
|
|
(12.7
|
)%
|
|||
Parts
|
24.0
|
%
|
|
21.6
|
%
|
|
2.4
|
%
|
|
11.1
|
%
|
|||
Service
|
27.1
|
%
|
|
24.2
|
%
|
|
2.9
|
%
|
|
12.0
|
%
|
|||
Rental and other
|
6.8
|
%
|
|
6.0
|
%
|
|
0.8
|
%
|
|
13.3
|
%
|
|||
Total Gross Profit Mix
|
100.0
|
%
|
|
100.0
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2014
|
|
2013
|
|
Increase
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Operating Expenses
|
$
|
291,202
|
|
|
$
|
247,557
|
|
|
$
|
43,645
|
|
|
17.6
|
%
|
Operating Expenses as a Percentage of Revenue
|
13.1
|
%
|
|
11.2
|
%
|
|
1.9
|
%
|
|
17.0
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2014
|
|
2013
|
|
Increase
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Impairment & Realignment Costs
|
$
|
9,997
|
|
|
$
|
—
|
|
|
$
|
9,997
|
|
|
100.0
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2014
|
|
2013
|
|
Increase
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Interest income and other income (expense)
|
$
|
2,109
|
|
|
$
|
1,654
|
|
|
$
|
455
|
|
|
27.5
|
%
|
Floorplan interest expense
|
(16,764
|
)
|
|
(13,297
|
)
|
|
3,467
|
|
|
26.1
|
%
|
|||
Other interest expense
|
(13,791
|
)
|
|
(9,465
|
)
|
|
4,326
|
|
|
45.7
|
%
|
|
Year Ended January 31,
|
|
|
|
Percent
|
|||||||||
|
2014
|
|
2013
|
|
Decrease
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Provision for Income Taxes
|
$
|
10,325
|
|
|
$
|
28,137
|
|
|
$
|
(17,812
|
)
|
|
(63.3
|
)%
|
|
Year Ended January 31,
|
|
Increase/
|
|
Percent
|
|||||||||
|
2014
|
|
2013
|
|
(Decrease)
|
|
Change
|
|||||||
|
(dollars in thousands)
|
|
|
|||||||||||
Revenue
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
1,765,821
|
|
|
$
|
1,827,023
|
|
|
$
|
(61,202
|
)
|
|
(3.3
|
)%
|
Construction
|
405,822
|
|
|
380,295
|
|
|
25,527
|
|
|
6.7
|
%
|
|||
International
|
145,884
|
|
|
72,510
|
|
|
73,374
|
|
|
101.2
|
%
|
|||
Segment revenue
|
2,317,527
|
|
|
2,279,828
|
|
|
37,699
|
|
|
1.7
|
%
|
|||
Eliminations
|
(91,081
|
)
|
|
(81,408
|
)
|
|
(9,673
|
)
|
|
(11.9
|
)%
|
|||
Total
|
$
|
2,226,446
|
|
|
$
|
2,198,420
|
|
|
$
|
28,026
|
|
|
1.3
|
%
|
|
|
|
|
|
|
|
|
|||||||
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|||||||
Agriculture
|
$
|
59,574
|
|
|
$
|
83,256
|
|
|
$
|
(23,682
|
)
|
|
(28.4
|
)%
|
Construction
|
(28,083
|
)
|
|
(4,708
|
)
|
|
(23,375
|
)
|
|
(496.5
|
)%
|
|||
International
|
(5,544
|
)
|
|
541
|
|
|
(6,085
|
)
|
|
(1,124.8
|
)%
|
|||
Segment income (loss) before income taxes
|
25,947
|
|
|
79,089
|
|
|
(53,142
|
)
|
|
(67.2
|
)%
|
|||
Shared Resources
|
(6,650
|
)
|
|
(6,902
|
)
|
|
252
|
|
|
3.7
|
%
|
|||
Eliminations
|
(868
|
)
|
|
(1,491
|
)
|
|
623
|
|
|
41.8
|
%
|
|||
Income (Loss) Before Income Taxes
|
$
|
18,429
|
|
|
$
|
70,696
|
|
|
$
|
(52,267
|
)
|
|
(73.9
|
)%
|
|
Year Ended January 31,
|
||||||||||
|
2015
|
|
2014
|
|
2013
|
||||||
|
(dollars in thousands, except per share data)
|
||||||||||
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
|
|
|
|
|
||||||
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
(31,598
|
)
|
|
$
|
8,722
|
|
|
$
|
42,473
|
|
Non-GAAP Adjustments
|
|
|
|
|
|
||||||
Impairment (1)
|
21,614
|
|
|
6,091
|
|
|
—
|
|
|||
Realignment / Store Closing Costs (2)
|
2,152
|
|
|
—
|
|
|
—
|
|
|||
Ukraine Remeasurement (3)
|
5,653
|
|
|
—
|
|
|
—
|
|
|||
Income Tax Valuation Adjustments (4)
|
306
|
|
|
1,701
|
|
|
—
|
|
|||
Adjusted Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
(1,873
|
)
|
|
$
|
16,514
|
|
|
$
|
42,473
|
|
|
|
|
|
|
|
||||||
Earnings (Loss) per Share - Diluted
|
|
|
|
|
|
||||||
Earnings (Loss) per Share - Diluted
|
$
|
(1.51
|
)
|
|
$
|
0.41
|
|
|
$
|
2.00
|
|
Non-GAAP Adjustments
|
|
|
|
|
|
||||||
Impact of Impairment (1)
|
1.03
|
|
|
0.29
|
|
|
—
|
|
|||
Impact of Store Closing Costs (2)
|
0.10
|
|
|
—
|
|
|
—
|
|
|||
Impact of Ukraine Remeasurement (3)
|
0.27
|
|
|
—
|
|
|
—
|
|
|||
Impact of Income Tax Valuation Adjustments (4)
|
0.02
|
|
|
0.08
|
|
|
—
|
|
|||
Adjusted Earnings (Loss) per Share - Diluted
|
$
|
(0.09
|
)
|
|
$
|
0.78
|
|
|
$
|
2.00
|
|
(1)
|
See Notes 1 and 5 of the notes to our consolidated financial statements for details of this matter.
|
(2)
|
See Note 19 of the notes to our consolidated financial statements for details of this matter.
|
(3)
|
See the Foreign Currency Remeasurement Losses section of Management's Discussion and Analysis of Financial Condition and Results of Operations for details of this matter.
|
(4)
|
Amount reflects the initial valuation allowance recognized for all deferred tax assets for which no previous valuation allowance existed.
|
|
As Reported
|
|
Adjustment
|
|
Non-GAAP
Measures
|
||||||
|
(in thousands)
|
||||||||||
Year Ended January 31, 2015
|
|
|
|
|
|
||||||
Net cash provided by operating activities
|
$
|
41,058
|
|
|
$
|
41,114
|
|
|
$
|
82,172
|
|
Net cash provided by (used for) financing activities
|
9,004
|
|
|
(41,114
|
)
|
|
(32,110
|
)
|
|||
Year Ended January 31, 2014
|
|
|
|
|
|
||||||
Net cash used for operating activities
|
$
|
(82,243
|
)
|
|
$
|
31,395
|
|
|
$
|
(50,848
|
)
|
Net cash provided by financing activities
|
39,803
|
|
|
(31,395
|
)
|
|
8,408
|
|
|||
Year Ended January 31, 2013
|
|
|
|
|
|
||||||
Net cash used for operating activities
|
$
|
(115,325
|
)
|
|
$
|
108,417
|
|
|
$
|
(6,908
|
)
|
Net cash provided by financing activities
|
224,227
|
|
|
(108,417
|
)
|
|
115,810
|
|
|
|
|
|
Payments Due By Period
|
||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Less Than
1 Year
|
|
1 to 3 Years
|
|
3 to 5 Years
|
|
More Than
5 Years
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Long-term debt obligations (1)
|
|
$
|
86,528
|
|
|
$
|
10,659
|
|
|
$
|
37,802
|
|
|
$
|
24,632
|
|
|
$
|
13,435
|
|
Senior convertible note obligations (2)
|
|
173,906
|
|
|
5,625
|
|
|
11,250
|
|
|
157,031
|
|
|
—
|
|
|||||
Operating lease (3)
|
|
202,558
|
|
|
23,250
|
|
|
41,450
|
|
|
35,951
|
|
|
101,907
|
|
|||||
Purchase obligations (4)
|
|
1,046
|
|
|
437
|
|
|
609
|
|
|
—
|
|
|
—
|
|
|||||
Interest rate swap obligations (5)
|
|
6,970
|
|
|
1,901
|
|
|
3,802
|
|
|
1,267
|
|
|
—
|
|
|||||
Other long-term liabilities (6)
|
|
3,459
|
|
|
824
|
|
|
830
|
|
|
723
|
|
|
1,083
|
|
|||||
Total
|
|
$
|
474,467
|
|
|
$
|
42,696
|
|
|
$
|
95,743
|
|
|
$
|
219,604
|
|
|
$
|
116,425
|
|
(1)
|
Includes obligations under notes payable issued in favor of our lenders and estimates of interest payable.
|
(2)
|
Includes coupon payments of interest on the contractual payment dates and payment of the principal balance on the maturity date of May 2019.
|
(3)
|
Includes minimum lease payment obligations under operating leases related to our stores. Amounts do not include insurance or real estate taxes, which we include in our operating expenses and which we estimate will be approximately
$2.7 million
for the less than 1 year period,
$5.2 million
for the 1-3 year period,
$4.7 million
for the 3-5 year period, and
$15.4 million
for the more than 5 years period for a total of approximately
$28.0 million
. See Note 12 to our audited financial statements for a description of our operating lease obligations.
|
(4)
|
Primarily represents contracts related to information technology systems.
|
(5)
|
Includes scheduled fixed interest payments related to our interest rate swap derivative instrument.
|
(6)
|
Includes long-term portion of trade payables.
|
•
|
our beliefs and intentions with respect to our growth strategy, including growth through acquisitions, the profitability of expansion, the types of acquisition targets we intend to pursue, the availability of suitable acquisition targets, our ability to identify such targets, the industry climate for dealer consolidation, and our ability to implement our growth strategy;
|
•
|
our beliefs with respect to factors that will affect demand and seasonality of purchasing in the agricultural and construction industries;
|
•
|
our beliefs with respect to our primary supplier (CNH Industrial) of equipment and parts inventory;
|
•
|
our beliefs with respect to the equipment market, our competitors and our competitive advantages;
|
•
|
our beliefs with respect to the impact of government subsidies on the agriculture economy;
|
•
|
our beliefs with respect to the impact of natural resource exploration and related commodity prices in our operating region on our operating results;
|
•
|
our beliefs with respect to the impact of government regulations;
|
•
|
our beliefs with respect to ERP implementation and continued operations in the event of information system inoperability;
|
•
|
our beliefs with respect to our business strengths, including the Titan Operating Model, the diversity of our customer base, and the growth rate of our shared resources expenditures and our marketing efforts;
|
•
|
our plans and beliefs with respect to real property used in our business;
|
•
|
our plans and beliefs regarding future sales, sales mix, and marketing activities;
|
•
|
our beliefs and assumptions regarding the payment of dividends and repatriation of retained earnings from foreign operations;
|
•
|
our beliefs and assumptions regarding valuation reserves, equipment inventory balances, fixed operating expenses, and absorption rate;
|
•
|
our beliefs and expectations regarding our fiscal 2015 realignment including the amount and recognition of related costs;
|
•
|
our beliefs and expectations regarding the effects of the political climate and unstable economy in Ukraine;
|
•
|
our beliefs and assumptions with respect to our rental equipment operations;
|
•
|
our beliefs with respect to our employee relations and the impact of employee training and management strength on our revenues;
|
•
|
our assumptions, beliefs and expectations with respect to past and future market conditions, including interest rates, lending standards and public infrastructure spending, new environmental standards, and the impact these conditions will have on our operating results;
|
•
|
our beliefs with respect to the impact of our Credit Agreements, including future interest expense, limits on corporate transactions, financial covenant compliance, and ability to negotiate amendments or waivers;
|
•
|
our beliefs with respect to the impact of increase or decrease in applicable foreign exchange rates;
|
•
|
our beliefs with respect to the adequacy of our capital resources and the funding of debt service obligations and capital expenditures;
|
•
|
our plans and assumptions for future capital expenditures;
|
•
|
our cash needs, sources of liquidity, and the adequacy of our working capital; and
|
•
|
our expectations regarding the impact of inflation.
|
•
|
incorrect assumptions regarding our cash needs;
|
•
|
general economic conditions and construction activity in the markets where we operate;
|
•
|
our relationships with equipment suppliers;
|
•
|
our substantial leverage;
|
•
|
the risks associated with the expansion of our business;
|
•
|
our possible inability to integrate any businesses we acquire;
|
•
|
competitive pressures;
|
•
|
compliance with laws and regulations; and
|
•
|
other factors discussed under "Risk Factors" or elsewhere in this Form 10-K.
|
|
Page
|
Titan Machinery Inc.—Financial Statements
|
|
Audited Consolidated Financial Statements
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||
Assets
|
|
|
|
||||
Current Assets
|
|
|
|
||||
Cash
|
$
|
127,528
|
|
|
$
|
74,242
|
|
Receivables, net
|
76,382
|
|
|
97,894
|
|
||
Inventories
|
879,440
|
|
|
1,075,978
|
|
||
Prepaid expenses and other
|
10,634
|
|
|
24,740
|
|
||
Income taxes receivable
|
166
|
|
|
851
|
|
||
Deferred income taxes
|
19,025
|
|
|
13,678
|
|
||
Assets held for sale
|
15,312
|
|
|
—
|
|
||
Total current assets
|
1,128,487
|
|
|
1,287,383
|
|
||
Intangibles and Other Assets
|
|
|
|
||||
Noncurrent parts inventories
|
—
|
|
|
5,098
|
|
||
Goodwill
|
—
|
|
|
24,751
|
|
||
Intangible assets, net of accumulated amortization
|
5,458
|
|
|
11,750
|
|
||
Other
|
7,122
|
|
|
7,666
|
|
||
Total intangibles and other assets
|
12,580
|
|
|
49,265
|
|
||
Property and Equipment, net of accumulated depreciation
|
208,680
|
|
|
228,000
|
|
||
Total Assets
|
$
|
1,349,747
|
|
|
$
|
1,564,648
|
|
|
|
|
|
||||
Liabilities and Stockholders' Equity
|
|
|
|
||||
Current Liabilities
|
|
|
|
||||
Accounts payable
|
$
|
17,659
|
|
|
$
|
23,714
|
|
Floorplan payable
|
627,249
|
|
|
750,533
|
|
||
Current maturities of long-term debt
|
7,749
|
|
|
2,192
|
|
||
Customer deposits
|
35,090
|
|
|
61,286
|
|
||
Accrued expenses
|
35,496
|
|
|
36,968
|
|
||
Income taxes payable
|
3,529
|
|
|
344
|
|
||
Liabilities held for sale
|
2,835
|
|
|
—
|
|
||
Total current liabilities
|
729,607
|
|
|
875,037
|
|
||
Long-Term Liabilities
|
|
|
|
||||
Senior convertible notes
|
132,350
|
|
|
128,893
|
|
||
Long-term debt, less current maturities
|
67,123
|
|
|
95,532
|
|
||
Deferred income taxes
|
38,996
|
|
|
47,329
|
|
||
Other long-term liabilities
|
3,312
|
|
|
6,515
|
|
||
Total long-term liabilities
|
241,781
|
|
|
278,269
|
|
||
Commitments and Contingencies (Notes 11 and 12)
|
|
|
|
||||
Stockholders' Equity
|
|
|
|
||||
Common stock, par value $.00001 per share, 45,000 shares authorized; 21,406 shares issued and outstanding at January 31, 2015; 21,261 shares issued and outstanding at January 31, 2014
|
—
|
|
|
—
|
|
||
Additional paid-in-capital
|
240,180
|
|
|
238,857
|
|
||
Retained earnings
|
137,418
|
|
|
169,575
|
|
||
Accumulated other comprehensive income (loss)
|
(1,099
|
)
|
|
339
|
|
||
Total Titan Machinery Inc. stockholders' equity
|
376,499
|
|
|
408,771
|
|
||
Noncontrolling interest
|
1,860
|
|
|
2,571
|
|
||
Total stockholders' equity
|
378,359
|
|
|
411,342
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
1,349,747
|
|
|
$
|
1,564,648
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenue
|
|
|
|
|
|
||||||
Equipment
|
$
|
1,398,195
|
|
|
$
|
1,722,738
|
|
|
$
|
1,763,877
|
|
Parts
|
270,262
|
|
|
275,750
|
|
|
242,368
|
|
|||
Service
|
147,356
|
|
|
149,082
|
|
|
127,779
|
|
|||
Rental and other
|
84,433
|
|
|
78,876
|
|
|
64,396
|
|
|||
Total Revenue
|
1,900,246
|
|
|
2,226,446
|
|
|
2,198,420
|
|
|||
Cost of Revenue
|
|
|
|
|
|
||||||
Equipment
|
1,286,148
|
|
|
1,576,246
|
|
|
1,600,233
|
|
|||
Parts
|
189,540
|
|
|
192,199
|
|
|
169,164
|
|
|||
Service
|
53,924
|
|
|
54,608
|
|
|
45,748
|
|
|||
Rental and other
|
62,250
|
|
|
55,319
|
|
|
43,914
|
|
|||
Total Cost of Revenue
|
1,591,862
|
|
|
1,878,372
|
|
|
1,859,059
|
|
|||
Gross Profit
|
308,384
|
|
|
348,074
|
|
|
339,361
|
|
|||
Operating Expenses
|
273,271
|
|
|
291,202
|
|
|
247,557
|
|
|||
Impairment and Realignment Costs
|
34,390
|
|
|
9,997
|
|
|
—
|
|
|||
Income from Operations
|
723
|
|
|
46,875
|
|
|
91,804
|
|
|||
Other Income (Expense)
|
|
|
|
|
|
||||||
Interest income and other income (expense)
|
(4,272
|
)
|
|
2,109
|
|
|
1,654
|
|
|||
Floorplan interest expense
|
(20,477
|
)
|
|
(16,764
|
)
|
|
(13,297
|
)
|
|||
Other interest expense
|
(14,314
|
)
|
|
(13,791
|
)
|
|
(9,465
|
)
|
|||
Income (Loss) Before Income Taxes
|
(38,340
|
)
|
|
18,429
|
|
|
70,696
|
|
|||
Provision for (Benefit from) Income Taxes
|
(4,923
|
)
|
|
10,325
|
|
|
28,137
|
|
|||
Net Income (Loss) Including Noncontrolling Interest
|
(33,417
|
)
|
|
8,104
|
|
|
42,559
|
|
|||
Less: Net Income (Loss) Attributable to Noncontrolling Interest
|
(1,260
|
)
|
|
(747
|
)
|
|
86
|
|
|||
Net Income (Loss) Attributable to Titan Machinery Inc.
|
(32,157
|
)
|
|
8,851
|
|
|
42,473
|
|
|||
Net (Income) Loss Allocated to Participating Securities - Note 1
|
559
|
|
|
(129
|
)
|
|
(443
|
)
|
|||
Net Income (Loss) Attributable to Titan Machinery Inc. Common Stockholders
|
$
|
(31,598
|
)
|
|
$
|
8,722
|
|
|
$
|
42,030
|
|
Earnings (Loss) per Share - Note 1
|
|
|
|
|
|
||||||
Earnings (Loss) per Share - Basic
|
$
|
(1.51
|
)
|
|
$
|
0.42
|
|
|
$
|
2.02
|
|
Earnings (Loss) per Share - Diluted
|
$
|
(1.51
|
)
|
|
$
|
0.41
|
|
|
$
|
2.00
|
|
Weighted Average Common Shares - Basic
|
20,989
|
|
|
20,894
|
|
|
20,787
|
|
|||
Weighted Average Common Shares - Diluted
|
20,989
|
|
|
21,040
|
|
|
20,987
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Net Income (Loss) Including Noncontrolling Interest
|
$
|
(33,417
|
)
|
|
$
|
8,104
|
|
|
$
|
42,559
|
|
Other Comprehensive Income (Loss)
|
|
|
|
|
|
||||||
Foreign currency translation adjustments
|
(3,043
|
)
|
|
2,314
|
|
|
(299
|
)
|
|||
Unrealized gain (loss) on net investment hedge derivative instruments, net of tax expense (benefit) of $1,900, $114, and ($325) for the years ended January 31, 2015, 2014, and 2013, respectively
|
2,849
|
|
|
170
|
|
|
(509
|
)
|
|||
Unrealized loss on interest rate swap cash flow hedge derivative instrument, net of tax benefit of ($1,038) and ($490) for the years ended January 31, 2015 and 2014, respectively
|
(1,557
|
)
|
|
(737
|
)
|
|
—
|
|
|||
Unrealized gain (loss) on foreign currency contract cash flow hedge derivative instruments, net of tax expense (benefit) of $29 and ($85) for the years ended January 31, 2015 and 2014, respectively
|
44
|
|
|
(126
|
)
|
|
—
|
|
|||
Reclassification of loss on interest rate swap cash flow hedge derivative instruments included in net income (loss), net of tax benefit of $235 for the year ended January 31, 2015
|
354
|
|
|
—
|
|
|
—
|
|
|||
Reclassification of loss on foreign currency contract cash flow hedge derivative instruments included in net income (loss), net of tax benefit of $31 for the year ended January 31, 2015
|
45
|
|
|
—
|
|
|
—
|
|
|||
Total Other Comprehensive Income (Loss)
|
(1,308
|
)
|
|
1,621
|
|
|
(808
|
)
|
|||
Comprehensive Income (Loss)
|
(34,725
|
)
|
|
9,725
|
|
|
41,751
|
|
|||
Comprehensive Income (Loss) Attributable to Noncontrolling Interest
|
(1,130
|
)
|
|
(200
|
)
|
|
(57
|
)
|
|||
Comprehensive Income (Loss) Attributable To Titan Machinery Inc.
|
$
|
(33,595
|
)
|
|
$
|
9,925
|
|
|
$
|
41,808
|
|
|
Common Stock
|
|
|
|
|
|
Accumulated Other Comprehensive Income (Loss)
|
|
|
|
|
|
|
||||||||||||||||||||||||||||||||
|
Shares Outstanding
|
|
Amount
|
|
Additional Paid-In Capital
|
|
Retained Earnings
|
|
Foreign Currency Translation Adjustments
|
|
Unrealized Gains (Losses) on Net Investment Hedges
|
|
Unrealized Gains (Losses) on Interest Rate Swap Cash Flow Hedges
|
|
Unrealized Gains (Losses) on Foreign Currency Contract Cash Flow Hedges
|
|
Total
|
|
Total Titan Machinery Inc. Stockholders' Equity
|
|
Noncontrolling Interest
|
|
Total Stockholders' Equity
|
||||||||||||||||||||||
BALANCE, JANUARY 31, 2012
|
20,911
|
|
|
—
|
|
|
218,156
|
|
|
118,251
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(70
|
)
|
|
336,337
|
|
|
1,002
|
|
|
337,339
|
|
||||||||||
Senior convertible notes offering
|
—
|
|
|
—
|
|
|
15,546
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,546
|
|
|
—
|
|
|
15,546
|
|
||||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards
|
181
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,189
|
|
|
—
|
|
|
1,189
|
|
||||||||||
Issuance of subsidiary shares to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,464
|
|
|
2,464
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
1,630
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,630
|
|
|
—
|
|
|
1,630
|
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
42,473
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42,473
|
|
|
86
|
|
|
42,559
|
|
||||||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(156
|
)
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
(665
|
)
|
|
(665
|
)
|
|
(143
|
)
|
|
(808
|
)
|
||||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
41,808
|
|
|
(57
|
)
|
|
41,751
|
|
||||||||||
BALANCE, JANUARY 31, 2013
|
21,092
|
|
|
—
|
|
|
236,521
|
|
|
160,724
|
|
|
(226
|
)
|
|
(509
|
)
|
|
—
|
|
|
—
|
|
|
(735
|
)
|
|
396,510
|
|
|
3,409
|
|
|
399,919
|
|
||||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards
|
147
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
254
|
|
|
—
|
|
|
254
|
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,131
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,131
|
|
|
—
|
|
|
2,131
|
|
||||||||||
Other
|
22
|
|
|
—
|
|
|
(49
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(49
|
)
|
|
(638
|
)
|
|
(687
|
)
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
8,851
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,851
|
|
|
(747
|
)
|
|
8,104
|
|
||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,767
|
|
|
170
|
|
|
(737
|
)
|
|
(126
|
)
|
|
1,074
|
|
|
1,074
|
|
|
547
|
|
|
1,621
|
|
||||||||||
Total comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,925
|
|
|
(200
|
)
|
|
9,725
|
|
||||||||||
BALANCE, JANUARY 31, 2014
|
21,261
|
|
|
—
|
|
|
238,857
|
|
|
169,575
|
|
|
1,541
|
|
|
(339
|
)
|
|
(737
|
)
|
|
(126
|
)
|
|
339
|
|
|
408,771
|
|
|
2,571
|
|
|
411,342
|
|
||||||||||
Common stock issued on grant of restricted stock (net of forfeitures), exercise of stock options and warrants, and tax benefits of equity awards
|
145
|
|
|
—
|
|
|
(310
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(310
|
)
|
|
—
|
|
|
(310
|
)
|
||||||||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
2,135
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,135
|
|
|
—
|
|
|
2,135
|
|
||||||||||
Other
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(502
|
)
|
|
419
|
|
|
(83
|
)
|
||||||||||
Comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,157
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(32,157
|
)
|
|
(1,260
|
)
|
|
(33,417
|
)
|
||||||||||
Other comprehensive income (loss)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,173
|
)
|
|
2,849
|
|
|
(1,203
|
)
|
|
89
|
|
|
(1,438
|
)
|
|
(1,438
|
)
|
|
130
|
|
|
(1,308
|
)
|
||||||||||
Total comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(33,595
|
)
|
|
(1,130
|
)
|
|
(34,725
|
)
|
||||||||||
BALANCE, JANUARY 31, 2015
|
21,406
|
|
|
—
|
|
|
$
|
240,180
|
|
|
$
|
137,418
|
|
|
$
|
(1,632
|
)
|
|
$
|
2,510
|
|
|
$
|
(1,940
|
)
|
|
$
|
(37
|
)
|
|
$
|
(1,099
|
)
|
|
$
|
376,499
|
|
|
$
|
1,860
|
|
|
$
|
378,359
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Operating Activities
|
|
|
|
|
|
||||||
Net income (loss) including noncontrolling interest
|
$
|
(33,417
|
)
|
|
$
|
8,104
|
|
|
$
|
42,559
|
|
Adjustments to reconcile net income including noncontrolling interest to net cash used for operating activities
|
|
|
|
|
|
||||||
Depreciation and amortization
|
31,768
|
|
|
30,794
|
|
|
23,464
|
|
|||
Impairment
|
31,225
|
|
|
9,997
|
|
|
—
|
|
|||
Deferred income taxes
|
(14,837
|
)
|
|
(4,939
|
)
|
|
6,108
|
|
|||
Stock-based compensation expense
|
2,135
|
|
|
2,131
|
|
|
1,630
|
|
|||
Noncash interest expense
|
4,723
|
|
|
4,537
|
|
|
3,440
|
|
|||
Unrealized foreign currency (gain) loss on loans to international subsidiaries
|
5,788
|
|
|
(534
|
)
|
|
(943
|
)
|
|||
Other, net
|
90
|
|
|
(515
|
)
|
|
(228
|
)
|
|||
Changes in assets and liabilities, net of purchase of equipment dealerships assets and assumption of liabilities
|
|
|
|
|
|
||||||
Receivables, prepaid expenses and other assets
|
25,395
|
|
|
13,067
|
|
|
(41,598
|
)
|
|||
Inventories
|
171,595
|
|
|
(182,374
|
)
|
|
(169,919
|
)
|
|||
Manufacturer floorplan payable
|
(157,352
|
)
|
|
27,630
|
|
|
20,189
|
|
|||
Accounts payable, customer deposits, accrued expenses and other long-term liabilities
|
(29,603
|
)
|
|
10,173
|
|
|
(2,739
|
)
|
|||
Income taxes
|
3,548
|
|
|
(314
|
)
|
|
2,712
|
|
|||
Net Cash Provided by (Used for) Operating Activities
|
41,058
|
|
|
(82,243
|
)
|
|
(115,325
|
)
|
|||
Investing Activities
|
|
|
|
|
|
||||||
Rental fleet purchases
|
(806
|
)
|
|
(783
|
)
|
|
(13,358
|
)
|
|||
Property and equipment purchases (excluding rental fleet)
|
(16,206
|
)
|
|
(18,227
|
)
|
|
(26,474
|
)
|
|||
Proceeds from sale of property and equipment
|
16,803
|
|
|
16,712
|
|
|
8,422
|
|
|||
Purchase of equipment dealerships, net of cash purchased
|
(584
|
)
|
|
(4,848
|
)
|
|
(31,877
|
)
|
|||
Proceeds upon settlement of net investment hedge derivative instruments
|
5,840
|
|
|
1,108
|
|
|
—
|
|
|||
Payments upon settlement of net investment hedge derivative instruments
|
(915
|
)
|
|
(981
|
)
|
|
(834
|
)
|
|||
Other, net
|
271
|
|
|
(58
|
)
|
|
9
|
|
|||
Net Cash Provided by (Used for) Investing Activities
|
4,403
|
|
|
(7,077
|
)
|
|
(64,112
|
)
|
|||
Financing Activities
|
|
|
|
|
|
||||||
Proceeds from senior convertible notes offering, net of direct issuance costs of $4,753
|
—
|
|
|
—
|
|
|
145,247
|
|
|||
Net change in non-manufacturer floorplan payable
|
41,114
|
|
|
31,395
|
|
|
108,417
|
|
|||
Proceeds from long-term debt borrowings
|
113,000
|
|
|
143,918
|
|
|
113,967
|
|
|||
Principal payments on long-term debt
|
(140,728
|
)
|
|
(133,960
|
)
|
|
(145,509
|
)
|
|||
Payments on other long-term liabilities
|
(3,748
|
)
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of subsidiary shares to noncontrolling interest holders
|
—
|
|
|
—
|
|
|
2,464
|
|
|||
Other, net
|
(634
|
)
|
|
(1,550
|
)
|
|
(359
|
)
|
|||
Net Cash Provided by Financing Activities
|
9,004
|
|
|
39,803
|
|
|
224,227
|
|
|||
Effect of Exchange Rate Changes on Cash
|
(1,179
|
)
|
|
(601
|
)
|
|
(272
|
)
|
|||
Net Change in Cash
|
53,286
|
|
|
(50,118
|
)
|
|
44,518
|
|
|||
Cash at Beginning of Period
|
74,242
|
|
|
124,360
|
|
|
79,842
|
|
|||
Cash at End of Period
|
$
|
127,528
|
|
|
$
|
74,242
|
|
|
$
|
124,360
|
|
Supplemental Disclosures of Cash Flow Information
|
|
|
|
|
|
||||||
Cash paid during the period
|
|
|
|
|
|
||||||
Income taxes, net of refunds
|
$
|
6,369
|
|
|
$
|
15,729
|
|
|
$
|
18,625
|
|
Interest
|
$
|
30,044
|
|
|
$
|
26,134
|
|
|
$
|
17,733
|
|
Supplemental Disclosures of Noncash Investing and Financing Activities
|
|
|
|
|
|
||||||
Net property and equipment financed with long-term debt, accounts payable and accrued liabilities
|
$
|
3,829
|
|
|
$
|
22,242
|
|
|
$
|
36,482
|
|
Net transfer of assets to property and equipment from inventories
|
$
|
8,128
|
|
|
$
|
41,582
|
|
|
$
|
15,374
|
|
•
|
CNH Industrial provides a significant percentage of the financing used by its customers to purchase CNH Industrial equipment from the Company.
|
Buildings and leasehold improvements
|
Lesser of 10 - 40 years or lease term
|
Machinery and equipment
|
3 - 10 years
|
Furniture and fixtures
|
3 - 10 years
|
Vehicles
|
5 - 10 years
|
Rental fleet
|
3 - 10 years
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands, except per share data)
|
||||||||||
Basic Weighted-Average Common Shares Outstanding
|
20,989
|
|
|
20,894
|
|
|
20,787
|
|
|||
Plus: Incremental Shares From Assumed Exercise of Stock Options
|
—
|
|
|
146
|
|
|
200
|
|
|||
Diluted Weighted-Average Common Shares Outstanding
|
20,989
|
|
|
21,040
|
|
|
20,987
|
|
|||
|
|
|
|
|
|
||||||
Earnings (Loss) per Share - Basic
|
$
|
(1.51
|
)
|
|
$
|
0.42
|
|
|
$
|
2.02
|
|
Earnings (Loss) per Share - Diluted
|
$
|
(1.51
|
)
|
|
$
|
0.41
|
|
|
$
|
2.00
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||
|
(in thousands)
|
||||||
Trade accounts receivable
|
|
|
|
||||
Due from customers
|
$
|
46,526
|
|
|
$
|
53,870
|
|
Due from finance companies
|
15,489
|
|
|
20,154
|
|
||
Due from manufacturers
|
18,480
|
|
|
26,624
|
|
||
Total trade accounts receivable
|
80,495
|
|
|
100,648
|
|
||
Other receivables
|
105
|
|
|
909
|
|
||
|
80,600
|
|
|
101,557
|
|
||
Less allowance for doubtful accounts
|
(4,218
|
)
|
|
(3,663
|
)
|
||
|
$
|
76,382
|
|
|
$
|
97,894
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||
|
(in thousands)
|
||||||
New equipment
|
$
|
442,984
|
|
|
$
|
575,518
|
|
Used equipment
|
318,308
|
|
|
363,755
|
|
||
Parts and attachments
|
107,893
|
|
|
126,666
|
|
||
Work in process
|
10,255
|
|
|
10,039
|
|
||
|
$
|
879,440
|
|
|
$
|
1,075,978
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||
|
(in thousands)
|
||||||
Rental fleet equipment
|
$
|
148,198
|
|
|
$
|
145,007
|
|
Machinery and equipment
|
24,071
|
|
|
23,382
|
|
||
Vehicles
|
43,435
|
|
|
44,200
|
|
||
Furniture and fixtures
|
39,421
|
|
|
35,860
|
|
||
Land, buildings, and leasehold improvements
|
57,630
|
|
|
60,470
|
|
||
|
312,755
|
|
|
308,919
|
|
||
Less accumulated depreciation
|
(104,075
|
)
|
|
(80,919
|
)
|
||
|
$
|
208,680
|
|
|
$
|
228,000
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||||||||||||||||||
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
|
Cost
|
|
Accumulated
Amortization
|
|
Net
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Covenants not to compete
|
$
|
2,078
|
|
|
$
|
(1,521
|
)
|
|
$
|
557
|
|
|
$
|
2,498
|
|
|
$
|
(1,424
|
)
|
|
$
|
1,074
|
|
Customer relationships
|
1,188
|
|
|
(1,169
|
)
|
|
19
|
|
|
1,330
|
|
|
(1,119
|
)
|
|
211
|
|
||||||
|
$
|
3,266
|
|
|
$
|
(2,690
|
)
|
|
$
|
576
|
|
|
$
|
3,828
|
|
|
$
|
(2,543
|
)
|
|
$
|
1,285
|
|
Years ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2016
|
$
|
322
|
|
2017
|
135
|
|
|
2018
|
73
|
|
|
2019
|
27
|
|
|
2020
|
15
|
|
|
Thereafter
|
4
|
|
|
|
$
|
576
|
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at January 31, 2013
|
$
|
9,584
|
|
|
$
|
1,045
|
|
|
$
|
1,577
|
|
|
$
|
12,206
|
|
Arising in completed business combinations
|
—
|
|
|
149
|
|
|
—
|
|
|
149
|
|
||||
Impairment
|
—
|
|
|
(1,122
|
)
|
|
(830
|
)
|
|
(1,952
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
62
|
|
|
62
|
|
||||
Balance at January 31, 2014
|
9,584
|
|
|
72
|
|
|
809
|
|
|
10,465
|
|
||||
Arising in completed business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Impairment
|
(4,774
|
)
|
|
—
|
|
|
(724
|
)
|
|
(5,498
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(85
|
)
|
|
(85
|
)
|
||||
Balance at January 31, 2015
|
$
|
4,810
|
|
|
$
|
72
|
|
|
$
|
—
|
|
|
$
|
4,882
|
|
|
Agriculture
|
|
Construction
|
|
International
|
|
Total
|
||||||||
|
(in thousands)
|
||||||||||||||
Balance at January 31, 2013
|
$
|
24,642
|
|
|
$
|
5,267
|
|
|
$
|
994
|
|
|
$
|
30,903
|
|
Arising in completed business combinations
|
—
|
|
|
71
|
|
|
—
|
|
|
71
|
|
||||
Impairment
|
—
|
|
|
(5,338
|
)
|
|
(923
|
)
|
|
(6,261
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
38
|
|
|
38
|
|
||||
Balance at January 31, 2014
|
24,642
|
|
|
—
|
|
|
109
|
|
|
24,751
|
|
||||
Arising in completed business combinations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Impairment
|
(24,642
|
)
|
|
—
|
|
|
(97
|
)
|
|
(24,739
|
)
|
||||
Foreign currency translation adjustment
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
(12
|
)
|
||||
Balance at January 31, 2015
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
i.
|
During any fiscal quarter commencing after July 31, 2012, if for at least 20 trading days (whether or not consecutive) during the
30
consecutive trading day period ending on the last trading day of the immediately preceding fiscal quarter, the last reported sale price of the Company's common stock on such trading day is greater than or equal to
120%
of the applicable conversion price on such trading day.
|
ii.
|
During the
five
consecutive business day period immediately following any
five
consecutive trading day period in which, for each trading day of that period, the trading price per $1,000 principal amount of the Senior Convertible Notes is less than
98%
of the product of the last reported sale price of the Company's common stock on such trading day and the applicable conversion rate on such trading day.
|
iii.
|
If the Company calls any or all of the Senior Convertible Notes for redemption at any time prior to the close of business on the business day immediately preceding the redemption date.
|
iv.
|
Upon the occurrence of corporate transactions specified in the Indenture.
|
v.
|
At any time on and after February 1, 2019 until the close of business on the business day immediately preceding the maturity date.
|
|
April 24, 2012
|
||
|
(in thousands)
|
||
Principal value
|
$
|
150,000
|
|
Less: transaction costs
|
(4,753
|
)
|
|
Net proceeds, senior convertible notes
|
$
|
145,247
|
|
Amounts recognized at issuance:
|
|
||
Senior convertible notes, net
|
$
|
123,319
|
|
Additional paid-in capital
|
15,546
|
|
|
Transaction costs allocated to the liability component
|
(3,907
|
)
|
|
Long-term deferred tax liability
|
10,289
|
|
|
Net proceeds, senior convertible notes
|
$
|
145,247
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||
|
(in thousands, except conversion rate and conversion price)
|
||||||
Principal value
|
$
|
150,000
|
|
|
$
|
150,000
|
|
Unamortized debt discount
|
(17,650
|
)
|
|
(21,107
|
)
|
||
Carrying value of senior convertible notes
|
$
|
132,350
|
|
|
$
|
128,893
|
|
|
|
|
|
||||
Carrying value of equity component, net of deferred taxes
|
$
|
15,546
|
|
|
$
|
15,546
|
|
|
|
|
|
||||
Conversion rate (shares of common stock per $1,000 principal amount of notes)
|
23.1626
|
|
|
|
|||
Conversion price (per share of common stock)
|
$
|
43.17
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Cash Interest Expense
|
|
|
|
|
|
||||||
Coupon interest expense
|
$
|
5,625
|
|
|
$
|
5,625
|
|
|
$
|
4,328
|
|
Noncash Interest Expense
|
|
|
|
|
|
||||||
Amortization of debt discount
|
3,457
|
|
|
3,227
|
|
|
2,347
|
|
|||
Amortization of transaction costs
|
538
|
|
|
524
|
|
|
385
|
|
|||
|
$
|
9,620
|
|
|
$
|
9,376
|
|
|
$
|
7,060
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||
|
(in thousands)
|
||||||
Fixed rate notes payable to Wells Fargo Bank, N.A., interest rates of 3.96%, monthly interest payments with the principal payment due February 2016, secured by rental fleet equipment
|
$
|
21,333
|
|
|
$
|
33,982
|
|
Fixed rate notes payable to various finance companies, interest rates primarily ranging from 2.94% to 10.23%, due in monthly installments including interest and various maturity dates through November 2019, secured by fixed assets
|
18,890
|
|
|
15,878
|
|
||
Working Capital Line payable to Wells Fargo (see details in Note 6)
|
18,719
|
|
|
47,823
|
|
||
Variable rate notes payable to GE Commercial Distribution Finance Corporation, interest rate of LIBOR + 3.24%, monthly installment payments including interest, maturity dates from September to December 2018, secured by rental fleet equipment
|
14,489
|
|
|
—
|
|
||
Other
|
1,441
|
|
|
41
|
|
||
|
74,872
|
|
|
97,724
|
|
||
Less current maturities
|
(7,749
|
)
|
|
(2,192
|
)
|
||
|
$
|
67,123
|
|
|
$
|
95,532
|
|
Years Ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2016
|
$
|
7,749
|
|
2017
|
29,259
|
|
|
2018
|
5,090
|
|
|
2019
|
22,008
|
|
|
2020
|
807
|
|
|
Thereafter
|
9,959
|
|
|
|
$
|
74,872
|
|
|
Notional Amount as of:
|
||||||
|
January 31, 2015
|
|
January 31, 2014
|
||||
|
(in thousands)
|
||||||
Net investment hedge:
|
|
|
|
||||
Foreign currency contracts
|
$
|
14,223
|
|
|
$
|
43,742
|
|
Cash flow hedges:
|
|
|
|
||||
Interest rate swap
|
100,000
|
|
|
100,000
|
|
||
Foreign currency contracts
|
—
|
|
|
4,754
|
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
||||
Foreign currency contracts
|
30,030
|
|
|
44,775
|
|
|
Fair Value as of:
|
|
|
||||||
|
January 31, 2015
|
|
January 31, 2014
|
|
Balance Sheet Location
|
||||
|
(in thousands)
|
|
|
||||||
Asset Derivatives:
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
157
|
|
|
Prepaid expenses and other
|
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
—
|
|
|
279
|
|
|
Prepaid expenses and other
|
||
Total Asset Derivatives
|
$
|
—
|
|
|
$
|
436
|
|
|
|
|
|
|
|
|
|
||||
Liability Derivatives:
|
|
|
|
|
|
||||
Derivatives designated as hedging instruments:
|
|
|
|
|
|
||||
Net investment hedges:
|
|
|
|
|
|
||||
Foreign currency contracts
|
$
|
19
|
|
|
$
|
—
|
|
|
Accrued expenses
|
Cash flow hedges:
|
|
|
|
|
|
||||
Interest rate swap
|
3,233
|
|
|
1,227
|
|
|
Accrued expenses
|
||
Foreign currency contracts
|
—
|
|
|
211
|
|
|
Accrued expenses
|
||
Derivatives not designated as hedging instruments:
|
|
|
|
|
|
||||
Foreign currency contracts
|
17
|
|
|
—
|
|
|
Accrued expenses
|
||
Total Liability Derivatives
|
$
|
3,269
|
|
|
$
|
1,438
|
|
|
|
|
2015
|
|
2014
|
|
2013
|
|
|
||||||||||||||||||
|
OCI
|
|
Income
|
|
OCI
|
|
Income
|
|
OCI
|
|
Income
|
|
Statements of Operations Classification
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
|
(in thousands)
|
|
|
||||||||||||||||||
Dervatives Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net investment hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
$
|
4,749
|
|
|
$
|
—
|
|
|
$
|
284
|
|
|
$
|
—
|
|
|
$
|
(834
|
)
|
|
$
|
(365
|
)
|
|
Interest income and other income (expense)
|
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest rate swap
|
(2,595
|
)
|
|
(589
|
)
|
|
(1,227
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Interest income and other income (expense)
|
||||||
Foreign currency contracts
|
73
|
|
|
(76
|
)
|
|
(211
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Cost of revenue - equipment
|
||||||
Derivatives Not Designated as Hedging Instruments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Foreign currency contracts
|
—
|
|
|
5,683
|
|
|
—
|
|
|
(720
|
)
|
|
—
|
|
|
(1,430
|
)
|
|
Interest income and other income (expense)
|
||||||
Total Derivatives
|
$
|
2,227
|
|
|
$
|
5,018
|
|
|
$
|
(1,154
|
)
|
|
$
|
(720
|
)
|
|
$
|
(834
|
)
|
|
$
|
(1,795
|
)
|
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||
|
(in thousands)
|
||||||
Compensation
|
$
|
17,289
|
|
|
$
|
19,533
|
|
Sales, payroll, real estate and value added taxes
|
4,826
|
|
|
6,405
|
|
||
Interest
|
2,377
|
|
|
2,299
|
|
||
Insurance
|
1,607
|
|
|
2,641
|
|
||
Deferred revenue
|
3,022
|
|
|
1,115
|
|
||
Derivative liabilities
|
3,269
|
|
|
1,438
|
|
||
Other
|
3,106
|
|
|
3,537
|
|
||
|
$
|
35,496
|
|
|
$
|
36,968
|
|
Years ending January 31,
|
Amount
|
||
|
(in thousands)
|
||
2016
|
$
|
23,250
|
|
2017
|
21,523
|
|
|
2018
|
19,927
|
|
|
2019
|
18,600
|
|
|
2020
|
17,351
|
|
|
Thereafter
|
101,907
|
|
|
|
$
|
202,558
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
U.S.
|
$
|
(20,825
|
)
|
|
$
|
25,713
|
|
|
$
|
70,788
|
|
Foreign
|
(17,515
|
)
|
|
(7,284
|
)
|
|
(92
|
)
|
|||
Total
|
$
|
(38,340
|
)
|
|
$
|
18,429
|
|
|
$
|
70,696
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Currently payable
|
|
|
|
|
|
||||||
Federal
|
$
|
8,615
|
|
|
$
|
13,086
|
|
|
$
|
17,588
|
|
State
|
1,245
|
|
|
2,029
|
|
|
4,154
|
|
|||
Foreign
|
54
|
|
|
149
|
|
|
287
|
|
|||
Total currently payable taxes
|
9,914
|
|
|
15,264
|
|
|
22,029
|
|
|||
Deferred
|
|
|
|
|
|
||||||
Federal
|
(13,372
|
)
|
|
(4,832
|
)
|
|
5,996
|
|
|||
State
|
(1,504
|
)
|
|
(533
|
)
|
|
553
|
|
|||
Foreign
|
39
|
|
|
426
|
|
|
(441
|
)
|
|||
Total deferred taxes
|
(14,837
|
)
|
|
(4,939
|
)
|
|
6,108
|
|
|||
|
$
|
(4,923
|
)
|
|
$
|
10,325
|
|
|
$
|
28,137
|
|
|
2015
|
|
2014
|
|
2013
|
|||
U.S. statutory rate
|
(35.0
|
)%
|
|
35.0
|
%
|
|
35.0
|
%
|
Foreign statutory rates
|
3.0
|
%
|
|
2.9
|
%
|
|
(0.4
|
)%
|
State taxes on income net of federal tax benefit
|
(4.4
|
)%
|
|
4.5
|
%
|
|
4.7
|
%
|
Valuation allowances
|
14.6
|
%
|
|
10.3
|
%
|
|
—
|
%
|
Impairment of nondeductible goodwill from stock acquisitions
|
6.9
|
%
|
|
—
|
%
|
|
—
|
%
|
All other, net
|
2.1
|
%
|
|
3.3
|
%
|
|
0.5
|
%
|
|
(12.8
|
)%
|
|
56.0
|
%
|
|
39.8
|
%
|
|
2015
|
|
2014
|
||||
|
(in thousands)
|
||||||
Deferred tax assets:
|
|
|
|
||||
Inventory allowances
|
$
|
11,568
|
|
|
$
|
8,313
|
|
Goodwill and other intangibles
|
7,995
|
|
|
—
|
|
||
Accrued liabilities and other
|
4,980
|
|
|
2,943
|
|
||
Stock-based compensation
|
1,125
|
|
|
932
|
|
||
Hedging and derivatives
|
1,286
|
|
|
396
|
|
||
Receivables
|
994
|
|
|
1,378
|
|
||
Net operating losses
|
5,888
|
|
|
1,204
|
|
||
Other
|
631
|
|
|
492
|
|
||
Total deferred tax assets
|
34,467
|
|
|
15,658
|
|
||
Valuation allowances
|
(7,545
|
)
|
|
(1,898
|
)
|
||
Deferred tax assets, net of valuation allowances
|
$
|
26,922
|
|
|
$
|
13,760
|
|
|
|
|
|
||||
Deferred tax liabilities:
|
|
|
|
||||
Property and equipment
|
$
|
(40,177
|
)
|
|
$
|
(38,876
|
)
|
Senior convertible notes
|
(6,716
|
)
|
|
(8,076
|
)
|
||
Intangibles
|
—
|
|
|
(459
|
)
|
||
Total deferred tax liabilities
|
$
|
(46,893
|
)
|
|
$
|
(47,411
|
)
|
|
Number of Stock Options
|
|
Weighted Average Exercise Price
|
|
Aggregate Intrinsic Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||||
|
(in thousands)
|
|
|
|
(in thousands)
|
|
|
|||||
Outstanding at January 31, 2014
|
376
|
|
|
$
|
11.72
|
|
|
$
|
2,336
|
|
|
3.8
|
Granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Exercised
|
(1
|
)
|
|
8.50
|
|
|
|
|
|
|||
Forfeited
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding at January 31, 2015
|
375
|
|
|
$
|
11.74
|
|
|
$
|
1,731
|
|
|
2.8
|
Exercisable at January 31, 2015
|
375
|
|
|
$
|
11.74
|
|
|
$
|
1,731
|
|
|
2.8
|
|
|
Stock Options Outstanding and Exercisable
|
|||||||
Range of Exercise Prices
|
|
Number
|
|
Weighted Average Remaining Contractual Life (Years)
|
|
Weighted Average Exercise Price
|
|||
|
|
(in thousands)
|
|
|
|
|
|||
$ 4.00-4.50
|
|
58
|
|
|
1.3
|
|
$
|
4.46
|
|
7.50-10.20
|
|
194
|
|
|
2.8
|
|
8.35
|
|
|
11.15-14.69
|
|
24
|
|
|
3.8
|
|
12.01
|
|
|
21.21-26.84
|
|
99
|
|
|
3.5
|
|
22.47
|
|
|
|
|
375
|
|
|
2.8
|
|
$
|
11.74
|
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||
|
(in thousands)
|
|
|
|
|
|||
Nonvested at January 31, 2014
|
321
|
|
|
$
|
22.05
|
|
|
3.3
|
Granted
|
170
|
|
|
17.90
|
|
|
|
|
Forfeited
|
(26
|
)
|
|
21.73
|
|
|
|
|
Vested
|
(83
|
)
|
|
21.36
|
|
|
|
|
Nonvested at January 31, 2015
|
382
|
|
|
$
|
20.38
|
|
|
3.3
|
|
Shares
|
|
Weighted Average Grant Date Fair Value
|
|
Weighted Average Remaining Contractual Life (Years)
|
|||
|
(in thousands)
|
|
|
|
|
|||
Nonvested at January 31, 2014
|
—
|
|
|
$
|
—
|
|
|
0.0
|
Granted
|
30
|
|
|
18.12
|
|
|
|
|
Forfeited
|
—
|
|
|
—
|
|
|
|
|
Vested
|
—
|
|
|
—
|
|
|
|
|
Nonvested at January 31, 2015
|
30
|
|
|
$
|
18.12
|
|
|
2.2
|
|
2015
|
|
2014
|
|
2013
|
||||||
|
(in thousands)
|
||||||||||
Cash
|
$
|
—
|
|
|
$
|
2
|
|
|
$
|
3
|
|
Receivables
|
147
|
|
|
270
|
|
|
2,804
|
|
|||
Inventories
|
525
|
|
|
2,658
|
|
|
29,120
|
|
|||
Prepaid expenses and other
|
—
|
|
|
—
|
|
|
352
|
|
|||
Property and equipment
|
156
|
|
|
2,119
|
|
|
4,831
|
|
|||
Intangible assets
|
—
|
|
|
182
|
|
|
4,029
|
|
|||
Goodwill
|
—
|
|
|
71
|
|
|
6,479
|
|
|||
|
$
|
828
|
|
|
$
|
5,302
|
|
|
$
|
47,618
|
|
|
|
|
|
|
|
||||||
Accounts payable
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,119
|
|
Floorplan payable
|
—
|
|
|
—
|
|
|
7,572
|
|
|||
Customer deposits
|
—
|
|
|
4
|
|
|
1,586
|
|
|||
Accrued expenses
|
—
|
|
|
—
|
|
|
21
|
|
|||
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
12,298
|
|
|
|
|
|
|
|
||||||
Cash consideration
|
584
|
|
|
4,850
|
|
|
31,880
|
|
|||
Non-cash consideration: liabilities incurred
|
244
|
|
|
448
|
|
|
3,440
|
|
|||
Total consideration
|
$
|
828
|
|
|
$
|
5,298
|
|
|
$
|
35,320
|
|
|
|
|
|
|
|
||||||
Goodwill related to the Agriculture operating segment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,877
|
|
Goodwill related to the Construction operating segment
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
1,500
|
|
Goodwill related to the International operating segment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
102
|
|
|
|
|
|
|
|
||||||
Goodwill expected to be deductible for tax purposes
|
$
|
—
|
|
|
$
|
71
|
|
|
$
|
6,107
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||||||||||
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Foreign currency contracts
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
436
|
|
Total Financial Assets
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
$
|
—
|
|
|
$
|
436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Interest rate swap
|
$
|
—
|
|
|
$
|
3,233
|
|
|
$
|
—
|
|
|
$
|
3,233
|
|
|
$
|
—
|
|
|
$
|
1,227
|
|
|
$
|
—
|
|
|
$
|
1,227
|
|
Foreign currency contracts
|
—
|
|
|
36
|
|
|
—
|
|
|
36
|
|
|
—
|
|
|
211
|
|
|
—
|
|
|
211
|
|
||||||||
Total Financial Liabilities
|
$
|
—
|
|
|
$
|
3,269
|
|
|
$
|
—
|
|
|
$
|
3,269
|
|
|
$
|
—
|
|
|
$
|
1,438
|
|
|
$
|
—
|
|
|
$
|
1,438
|
|
|
January 31, 2015
|
|
January 31, 2014
|
||||||||||||||||||||
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
|
Estimated Fair Value
|
|
Carrying Value
|
|
Face Value
|
||||||||||||
|
(in thousands)
|
|
(in thousands)
|
||||||||||||||||||||
Senior convertible notes
|
$
|
111,273
|
|
|
$
|
132,350
|
|
|
$
|
150,000
|
|
|
$
|
128,522
|
|
|
$
|
128,893
|
|
|
$
|
150,000
|
|
|
2015
|
|
2014
|
|
Income Statement Classification
|
||||
|
(in thousands)
|
|
|
||||||
Construction Segment
|
|
|
|
|
|
||||
Lease termination costs
|
$
|
1,795
|
|
|
$
|
282
|
|
|
Impairment and Realignment Costs
|
Employee severance costs
|
497
|
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
Impairment of fixed assets, net of gains on asset disposition
|
(60
|
)
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
Asset relocation and other closing costs
|
379
|
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
|
$
|
2,611
|
|
|
$
|
282
|
|
|
|
Agriculture Segment
|
|
|
|
|
|
||||
Lease termination costs
|
$
|
148
|
|
|
$
|
—
|
|
|
Impairment and Realignment Costs
|
Employee severance costs
|
118
|
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
Impairment of fixed assets, net of gains on asset disposition
|
85
|
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
Asset relocation and other closing costs
|
84
|
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
Inventory cost adjustments
|
471
|
|
|
—
|
|
|
Equipment Cost of Sales
|
||
|
$
|
906
|
|
|
$
|
—
|
|
|
|
International
|
|
|
|
|
|
||||
Employee severance costs
|
$
|
56
|
|
|
$
|
—
|
|
|
Impairment and Realignment Costs
|
|
$
|
56
|
|
|
$
|
—
|
|
|
|
Shared Resource Center
|
|
|
|
|
|
||||
Employee severance costs
|
$
|
300
|
|
|
$
|
—
|
|
|
Impairment and Realignment Costs
|
|
$
|
300
|
|
|
$
|
—
|
|
|
|
Total
|
|
|
|
|
|
||||
Lease termination costs
|
$
|
1,943
|
|
|
$
|
282
|
|
|
Impairment and Realignment Costs
|
Employee severance costs
|
971
|
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
Impairment of fixed assets, net of gains on asset disposition
|
25
|
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
Asset relocation and other closing costs
|
463
|
|
|
—
|
|
|
Impairment and Realignment Costs
|
||
Inventory cost adjustments
|
471
|
|
|
—
|
|
|
Equipment Cost of Sales
|
||
|
$
|
3,873
|
|
|
$
|
282
|
|
|
|
|
Amount
|
||
|
(in thousands)
|
||
Balance, January 31, 2013
|
$
|
344
|
|
Exit costs incurred and charged to expense
|
|
||
Lease termination costs
|
308
|
|
|
Exit costs paid
|
|
||
Lease termination costs
|
(104
|
)
|
|
Balance, January 31, 2014
|
548
|
|
|
Exit costs incurred and charged to expense
|
|
||
Lease termination costs
|
1,943
|
|
|
Employee severance costs
|
971
|
|
|
Exit costs paid
|
|
||
Lease termination costs
|
(679
|
)
|
|
Employee severance costs
|
(971
|
)
|
|
Adjustments
|
|
||
Lease termination costs
|
(106
|
)
|
|
Balance, January 31, 2015
|
$
|
1,706
|
|
|
2015
|
||
|
(in thousands)
|
||
Assets Held for Sale
|
|
||
Receivables
|
$
|
147
|
|
Inventories
|
|
||
New equipment
|
6,269
|
|
|
Used equipment
|
3,973
|
|
|
Parts and attachments
|
920
|
|
|
Work in process
|
65
|
|
|
Total inventories
|
11,227
|
|
|
Property and equipment
|
|
||
Machinery and equipment
|
114
|
|
|
Vehicles
|
155
|
|
|
Furniture and fixtures
|
57
|
|
|
Land, buildings, and leasehold improvements
|
3,612
|
|
|
Total property and equipment
|
3,938
|
|
|
|
$
|
15,312
|
|
Liabilities Held for Sale
|
|
||
Accounts payable
|
$
|
151
|
|
Floorplan payable
|
1,771
|
|
|
Customer deposits
|
913
|
|
|
|
$
|
2,835
|
|
|
January 31, 2015
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||
|
(in thousands)
|
||||||||||
Revenue
|
|
|
|
|
|
||||||
Agriculture
|
$
|
1,372,716
|
|
|
$
|
1,765,821
|
|
|
$
|
1,827,023
|
|
Construction
|
434,639
|
|
|
405,822
|
|
|
380,295
|
|
|||
International
|
166,379
|
|
|
145,884
|
|
|
72,510
|
|
|||
Segment revenue
|
1,973,734
|
|
|
2,317,527
|
|
|
2,279,828
|
|
|||
Eliminations
|
(73,488
|
)
|
|
(91,081
|
)
|
|
(81,408
|
)
|
|||
Total
|
$
|
1,900,246
|
|
|
$
|
2,226,446
|
|
|
$
|
2,198,420
|
|
Income (Loss) Before Income Taxes
|
|
|
|
|
|
||||||
Agriculture
|
$
|
(13,429
|
)
|
|
$
|
59,574
|
|
|
$
|
83,256
|
|
Construction
|
(10,770
|
)
|
|
(28,083
|
)
|
|
(4,708
|
)
|
|||
International
|
(17,248
|
)
|
|
(5,544
|
)
|
|
541
|
|
|||
Segment income (loss) before income taxes
|
(41,447
|
)
|
|
25,947
|
|
|
79,089
|
|
|||
Shared Resources
|
2,144
|
|
|
(6,650
|
)
|
|
(6,902
|
)
|
|||
Eliminations
|
963
|
|
|
(868
|
)
|
|
(1,491
|
)
|
|||
Income (loss) before income taxes
|
$
|
(38,340
|
)
|
|
$
|
18,429
|
|
|
$
|
70,696
|
|
Impairment and Realignment Costs
|
|
|
|
|
|
||||||
Agriculture
|
$
|
30,348
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Construction
|
2,726
|
|
|
8,243
|
|
|
—
|
|
|||
International
|
1,007
|
|
|
1,754
|
|
|
—
|
|
|||
Segment impairment
|
34,081
|
|
|
9,997
|
|
|
—
|
|
|||
Shared Resources
|
309
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
34,390
|
|
|
$
|
9,997
|
|
|
$
|
—
|
|
Interest Income
|
|
|
|
|
|
||||||
Agriculture
|
$
|
214
|
|
|
$
|
270
|
|
|
$
|
181
|
|
Construction
|
459
|
|
|
638
|
|
|
510
|
|
|||
International
|
83
|
|
|
102
|
|
|
—
|
|
|||
Segment interest income
|
756
|
|
|
1,010
|
|
|
691
|
|
|||
Shared Resources
|
27
|
|
|
22
|
|
|
13
|
|
|||
Total
|
$
|
783
|
|
|
$
|
1,032
|
|
|
$
|
704
|
|
Interest Expense
|
|
|
|
|
|
||||||
Agriculture
|
$
|
16,983
|
|
|
$
|
16,052
|
|
|
$
|
13,324
|
|
Construction
|
12,110
|
|
|
10,751
|
|
|
8,634
|
|
|||
International
|
8,002
|
|
|
4,562
|
|
|
957
|
|
|||
Segment interest expense
|
37,095
|
|
|
31,365
|
|
|
22,915
|
|
|||
Shared Resources
|
(2,304
|
)
|
|
(810
|
)
|
|
(153
|
)
|
|||
Total
|
$
|
34,791
|
|
|
$
|
30,555
|
|
|
$
|
22,762
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
January 31, 2015
|
|
January 31, 2014
|
|
January 31, 2013
|
||||||
|
(in thousands)
|
||||||||||
Depreciation and Amortization
|
|
|
|
|
|
||||||
Agriculture
|
$
|
8,666
|
|
|
$
|
8,196
|
|
|
$
|
7,056
|
|
Construction
|
17,647
|
|
|
18,064
|
|
|
13,546
|
|
|||
International
|
1,710
|
|
|
1,110
|
|
|
340
|
|
|||
Segment depreciation and amortization
|
28,023
|
|
|
27,370
|
|
|
20,942
|
|
|||
Shared Resources
|
3,745
|
|
|
3,424
|
|
|
2,522
|
|
|||
Total
|
$
|
31,768
|
|
|
$
|
30,794
|
|
|
$
|
23,464
|
|
Capital Expenditures
|
|
|
|
|
|
||||||
Agriculture
|
$
|
3,324
|
|
|
$
|
4,634
|
|
|
$
|
7,470
|
|
Construction
|
4,779
|
|
|
2,752
|
|
|
16,175
|
|
|||
International
|
1,726
|
|
|
4,015
|
|
|
1,070
|
|
|||
Segment capital expenditures
|
9,829
|
|
|
11,401
|
|
|
24,715
|
|
|||
Shared Resources
|
7,183
|
|
|
7,609
|
|
|
15,117
|
|
|||
Total
|
$
|
17,012
|
|
|
$
|
19,010
|
|
|
$
|
39,832
|
|
Total Assets
|
|
|
|
|
|
||||||
Agriculture
|
$
|
736,239
|
|
|
$
|
943,212
|
|
|
|
||
Construction
|
394,236
|
|
|
308,525
|
|
|
|
||||
International
|
155,150
|
|
|
195,534
|
|
|
|
||||
Segment assets
|
1,285,625
|
|
|
1,447,271
|
|
|
|
||||
Shared Resources
|
68,693
|
|
|
120,335
|
|
|
|
||||
Eliminations
|
(4,571
|
)
|
|
(2,958
|
)
|
|
|
||||
Total
|
$
|
1,349,747
|
|
|
$
|
1,564,648
|
|
|
|
|
Revenue
|
|
Gross Profit
|
|
Net Income (Loss) Including Noncontrolling Interest
|
|
Net Income (Loss) Attributable to Titan Machinery Inc.
|
|
Earnings (Loss) per Share-Basic
|
|
Earnings (Loss) per Share-Diluted
|
||||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First quarter
|
$
|
465,463
|
|
|
$
|
75,939
|
|
|
$
|
(6,893
|
)
|
|
$
|
(6,549
|
)
|
|
$
|
(0.31
|
)
|
|
$
|
(0.31
|
)
|
Second quarter
|
450,990
|
|
|
79,653
|
|
|
(775
|
)
|
|
(614
|
)
|
|
(0.03
|
)
|
|
(0.03
|
)
|
||||||
Third quarter
|
493,141
|
|
|
84,691
|
|
|
2,313
|
|
|
2,470
|
|
|
0.12
|
|
|
0.11
|
|
||||||
Fourth quarter
|
490,652
|
|
|
68,101
|
|
|
(28,062
|
)
|
|
(27,464
|
)
|
|
(1.28
|
)
|
|
(1.28
|
)
|
||||||
2014
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
First quarter
|
$
|
441,674
|
|
|
$
|
73,948
|
|
|
$
|
(603
|
)
|
|
$
|
(414
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.02
|
)
|
Second quarter
|
488,180
|
|
|
83,542
|
|
|
3,967
|
|
|
3,833
|
|
|
0.18
|
|
|
0.18
|
|
||||||
Third quarter
|
587,961
|
|
|
93,606
|
|
|
5,758
|
|
|
5,825
|
|
|
0.27
|
|
|
0.27
|
|
||||||
Fourth quarter
|
708,631
|
|
|
96,978
|
|
|
(1,018
|
)
|
|
(393
|
)
|
|
(0.02
|
)
|
|
(0.02
|
)
|
Classification
|
Beginning Balance
|
|
Additions Charged to Expenses
|
|
Deductions for Write-offs, Net of Recoveries
|
|
Foreign currency translation adjustment
|
|
Ending Balance
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Valuation reserve deduction from receivables:
|
|
|
|
|
|
|
|
|
|
||||||||||
Year ended January 31, 2015
|
$
|
3,663
|
|
|
$
|
5,938
|
|
|
$
|
(5,452
|
)
|
|
$
|
69
|
|
|
$
|
4,218
|
|
Year ended January 31, 2014
|
2,337
|
|
|
4,804
|
|
|
(3,478
|
)
|
|
—
|
|
|
3,663
|
|
|||||
Year ended January 31, 2013
|
720
|
|
|
3,218
|
|
|
(1,601
|
)
|
|
—
|
|
|
2,337
|
|
(a)
|
Documents filed as part of this report.
|
(1)
|
Financial Statements. The following financial statements are included in Part II, Item 8 of this Annual Report on Form 10-K:
|
(2)
|
Financial Statement Schedules. The following consolidated financial statement schedule is included in Item 8:
|
(3)
|
Exhibits. See the Exhibit Index to our Form 10-K immediately following the signature page to this Annual Report on Form 10-K
|
By
|
|
/s/ DAVID J. MEYER
|
|
By
|
|
/s/ MARK KALVODA
|
|
|
David J. Meyer,
Board Chair and Chief Executive Officer
|
|
|
|
Mark Kalvoda,
Chief Financial Officer
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ DAVID J. MEYER
|
|
Board Chair and Chief Executive Officer (principal executive officer)
|
|
April 15, 2015
|
David J. Meyer
|
|
|
|
|
|
|
|
|
|
/s/ PETER J. CHRISTIANSON
|
|
President and Director
|
|
April 15, 2015
|
Peter J. Christianson
|
|
|
|
|
|
|
|
|
|
/s/ MARK KALVODA
|
|
Chief Financial Officer (principal financial officer and principal accounting officer)
|
|
April 15, 2015
|
Mark Kalvoda
|
|
|
|
|
|
|
|
|
|
/s/ JOHN BODE
|
|
Director
|
|
April 15, 2015
|
John Bode
|
|
|
|
|
|
|
|
|
|
/s/ TONY CHRISTIANSON
|
|
Director
|
|
April 15, 2015
|
Tony Christianson
|
|
|
|
|
|
|
|
|
|
/s/ THEODORE CROSBIE
|
|
Director
|
|
April 15, 2015
|
Theodore Crosbie
|
|
|
|
|
|
|
|
|
|
/s/ STANLEY DARDIS
|
|
Director
|
|
April 15, 2015
|
Stanley Dardis
|
|
|
|
|
|
|
|
|
|
/s/ JAMES IRWIN
|
|
Director
|
|
April 15, 2015
|
James Irwin
|
|
|
|
|
|
|
|
|
|
/s/ JAMES WILLIAMS
|
|
Director
|
|
April 15, 2015
|
James Williams
|
|
|
|
|
|
|
|
|
|
/s/ THEODORE WRIGHT
|
|
Director
|
|
April 15, 2015
|
Theodore Wright
|
|
|
|
|
No.
|
|
Description
|
3.1
|
|
Certificate of Incorporation of the registrant, as amended (incorporated herein by reference to Exhibit 3.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 10, 2012).
|
|
|
|
3.2
|
|
Bylaws of the registrant, as amended (incorporated herein by reference to Exhibit 3.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 16, 2009).
|
|
|
|
4.1
|
|
Specimen Certificate representing shares of common stock of Titan Machinery Inc. (incorporated by reference to Exhibit 4.1 of the registrant's Amendment No. 6 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on December 5, 2007).
|
|
|
|
4.2
|
|
Indenture, dated as of April 24, 2012, by and between the registrant and Wells Fargo Bank, National Association, as Trustee (incorporated by reference to Exhibit 4.1 of the registrant's Current Report on Form 8-K filed with the Commission on April 24, 2012).
|
|
|
|
10.1
|
|
Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.2 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).**
|
10.1.1
|
|
Amendment dated March 1, 2014 to the Amended and Restated Employment Agreement, dated March 6, 2013, between David Meyer and the registrant (incorporated herein by reference to Exhibit 10.54 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2014).**
|
|
|
|
10.2
|
|
Amended and Restated Employment Agreement, dated March 6, 2013, between Peter Christianson and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).**
|
|
|
|
10.2.1
|
|
Amendment dated March 1, 2014 to the Amended and Restated Employment Agreement, dated March 6, 2013, between Peter Christianson and the registrant (incorporated herein by reference to Exhibit 10.55 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2014).**
|
|
|
|
10.3
|
|
Employment Agreement, dated September 5, 2014, between Mark Kalvoda and the registrant (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2014).**
|
|
|
|
10.4
|
|
Agricultural Equipment Sales & Service Agreement, dated December 31, 2002, between Case, LLC and the registrant (incorporated herein by reference to Exhibit 10.5 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.4.1
|
|
Amendment dated November 14, 2007 to Agricultural Equipment Sales & Service Agreements dated December 31, 2002 (IPO), between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.28 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
10.5
|
|
Construction Equipment Sales & Service Agreement, dated effective April 8, 2003, between Case, LLC and the registrant (incorporated herein by reference to Exhibit 10.6 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.6
|
|
Construction Equipment Sales & Service Agreement, dated effective June 15, 2006, between CNH America, LLC and the registrant (incorporated herein by reference to Exhibit 10.8 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.7
|
|
Amendment to All Case Construction Equipment Sales & Service Agreements, dated November 14, 2007 (IPO), between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.29 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
10.8
|
|
Dealer Agreement (Construction), dated April 14, 2003, between New Holland North America, Inc. and the registrant, as amended December 27, 2005 and December 9, 2006 (incorporated herein by reference to the Exhibit 10.7 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.9
|
|
Amendment to CNH America LLC Dealer Agreement for New Holland Construction Products, dated November 14, 2007 (IPO), between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.31 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
No.
|
|
Description
|
10.10
|
|
Dealer Agreement (AG), effective February 20, 2007, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.9 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.11
|
|
Dealer Agreement (AG), dated effective June 22, 2006, between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.10 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.12
|
|
Dealer Agreements (AG), dated effective April 1, 2006, between CNH America and the registrant (incorporated herein by reference to Exhibit 10.11 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.13
|
|
Dealer Agreement (AG), dated effective January 1, 2000 between New Holland North America, Inc. and the registrant (incorporated herein by reference to Exhibit 10.13 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.14
|
|
Amendment to CNH America LLC Dealer Agreement for New Holland Agricultural Equipment, dated November 14, 2007 (IPO), between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.32 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
10.15
|
|
Dealer Security Agreement dated April 14, 2003 between New Holland North America, Inc. and the registrant (incorporated herein by reference to Exhibit 10.14 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.16
|
|
Dealer Security Agreements between CNH America LLC and the registrant (incorporated herein by reference to Exhibit 10.15 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).
|
|
|
|
10.17
|
|
Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement, dated November 13, 2007, between CNH Capital America LLC and the registrant (incorporated herein by reference to Exhibit 10.25 of the registrant's Amendment No. 5 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on November 27, 2007).
|
|
|
|
10.17.1
|
|
Letter Agreement with CNH Capital America, LLC dated September 30, 2011, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 9, 2011).
|
|
|
|
10.17.2
|
|
Letter Agreement with CNH Capital America, LLC dated November 20, 2012, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 6, 2012).
|
|
|
|
10.17.3
|
|
Amendment dated December 8, 2014 to the Amended and Restated Wholesale Floor Plan Credit Facility and Security Agreement dated November 13, 2007 by and between the registrant and CNH Industrial Capital America LLC (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 10, 2014).
|
|
|
|
10.17.4
|
|
Letter Agreement with CNH Capital America, LLC dated February 15, 2013, amending the November 13, 2007 Amended and Restated Wholesale Floorplan Credit Facility and Security Agreement (incorporated herein by reference to Exhibit 10.49 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).
|
|
|
|
10.18
|
|
Amended and Restated Credit Agreement dated as of March 30, 2012 by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto (incorporated by reference to Exhibit 10.43 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2012).
|
|
|
|
10.18.1
|
|
First Amendment, dated as of December 4, 2012, to Amended and Restated Credit Agreement by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 6, 2012).
|
|
|
|
10.18.2
|
|
Second Amendment, dated as of November 14, 2013, to Amended and Restated Credit Agreement by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 5, 2013).
|
|
|
|
No.
|
|
Description
|
10.18.3
|
|
Third Amendment, dated as of April 3, 2014, to Amended and Restated Credit Agreement by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institutions Party Thereto (incorporated herein by reference to Exhibit 10.53 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2014).
|
|
|
|
10.18.4
|
|
Fourth Amendment to Amended and Restated Credit Agreement dated as of July 31, 2014 by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institution Party thereto (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2014).
|
|
|
|
10.18.5
|
|
Fifth Amendment to Amended and Restated Credit Agreement dated as of December 5, 2014 by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institution Party thereto (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 10, 2014).
|
|
|
|
10.18.6*
|
|
Sixth Amendment to Amended and Restated Credit Agreement dated as of April 10, 2015 by and among the registrant, Wells Fargo Bank, National Association, and the Financial Institution Party thereto.
|
|
|
|
10.19
|
|
Amended and Restated Security Agreement dated as of March 30, 2012 by and between the registrant and Wells Fargo Bank, National Association (incorporated by reference to Exhibit 10.44 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2012).
|
|
|
|
10.20
|
|
Second Amended and Restated Agreement for Wholesale Financing, dated March 12, 2010, between GE Commercial Distribution Finance Corporation and the registrant (incorporated herein by reference to the Exhibit 10.42 of the registrant's Annual Report on Form 10-K filed with the Commission on April 15, 2010).
|
|
|
|
10.21
|
|
Amended and Restated Wholesale Financing Plan, dated as of October 31, 2013, by and among the registrant and Agricredit Acceptance LLC (incorporated herein by reference to Exhibit 10.1 to the registrant's Quarterly Report on Form 10-Q filed with the Commission on December 5, 2013).
|
|
|
|
10.21.1*
|
|
Amendment No. 1 to the Amended and Restated Wholesale Financing Plan, dated as of April 1, 2015, by and among the registrant and Agricredit Acceptance LLC.
|
|
|
|
10.22*
|
|
Amendment No. 1 to the Amended and Restated Inventory Security Agreement, dated as of April 1, 2015, by and among the registrant and Agricredit Acceptance LLC.
|
|
|
|
10.23
|
|
Amended and Restated 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 6, 2011).**
|
|
|
|
10.24
|
|
Form of Incentive Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.22 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
10.25
|
|
Form of Non-Qualified Stock Option Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.23 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
10.26
|
|
Form of Restricted Stock Agreement under the 2005 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.24 of the registrant's Amendment No. 2 to Registration Statement on Form S-1, Reg. No. 333-145526, filed with the Commission on October 10, 2007).**
|
|
|
|
10.27
|
|
Titan Machinery Inc. 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Current Report on Form 8-K filed with the Commission on June 3, 2014).**
|
|
|
|
10.28
|
|
Form of Titan Machinery Inc. Performance Award Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.1 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014).**
|
|
|
|
10.29
|
|
Form of Titan Machinery Inc. Restricted Stock Agreement (for non-employee directors) under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014).**
|
|
|
|
10.30
|
|
Form of Titan Machinery Inc. Restricted Stock Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.3 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014).**
|
|
|
|
10.31
|
|
Form of Titan Machinery Inc. Restricted Stock Unit Agreement under the 2014 Equity Incentive Plan (incorporated herein by reference to Exhibit 10.2 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on September 9, 2014).**
|
No.
|
|
Description
|
|
|
|
10.32
|
|
Form of Director and Officer Indemnification Agreement (incorporated by reference to Exhibit 10.34 of the registrant's Annual Report on Form 10-K filed with the Commission on April 11, 2012).
|
|
|
|
10.33
|
|
Titan Machinery Inc. Non-Employee Director Compensation Plan (incorporated herein by reference to Exhibit 10.37 of the registrant's Annual Report on Form 10-K filed with the Commission on April 10, 2013).**
|
|
|
|
10.34*
|
|
Description of Titan Machinery Inc.’s Executive Cash Bonus Plan.**
|
|
|
|
10.35
|
|
Description of Titan Machinery Inc.’s Long-Term Incentive Plan (incorporated herein by reference to Exhibit 10.4 of the registrant's Quarterly Report on Form 10-Q filed with the Commission on June 5, 2014).**
|
|
|
|
21.1*
|
|
Subsidiaries of Titan Machinery Inc.
|
|
|
|
23.1*
|
|
Consent of Eide Bailly, LLP
|
|
|
|
23.2*
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
24.1
|
|
Power of Attorney (Included on Signature Page)
|
|
|
|
31.1*
|
|
Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
31.2*
|
|
Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.1*
|
|
Certification of Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
32.2*
|
|
Certification of Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
|
101+
|
|
The following materials from Titan Machinery Inc.'s Annual Report on Form 10-K for the year ended January 31, 2015 are furnished herewith, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets as of January 31, 2015 and 2014, (ii) the Consolidated Statements of Operations for the years ended January 31, 2015, 2014 and 2013, (iii) the Consolidated Statements of Comprehensive Income for the years ended January 31, 2015, 2014 and 2013, (iv) the Consolidated Statements of Stockholders' Equity for the years ended January 31, 2015, 2014 and 2013 (v) the Consolidated Statements of Cash Flows for the years ended January 31, 2015, 2014 and 2013, and (vi) the Notes to the Consolidated Financial Statements.
|
*
|
Filed herewith
|
+
|
Furnished herewith
|
**
|
Indicates management contract or compensatory plan or arrangement.
|
1.
|
Integration. Except as amended herein, the terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.
|
2.
|
Amendment. The Agreement shall be amended as follows:
|
3.
|
Miscellaneous. This Amendment may be executed in counterparts, including facsimile counterparts, each of which will constitute an original, but which collectively will form one and the same instrument. This Amendment constitutes the final agreement between the Parties and is the exclusive expression of the Parties’ agreement on the matters contained herein. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained herein are expressly merged into and superseded by this Amendment. Any modification or additions to the terms of this Amendment must be in a written agreement identified as an amendment and executed by both Parties.
|
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date set forth on the first page of this Amendment.
|
|||||
|
Titan Machinery, Inc.,
|
|
Agricredit Acceptance LLC,
At: 8001 Birchwood Court, Johnston, IA 50131
|
||
Debtor
|
|||||
/s/ Ted O. Christianson, Treasurer
|
/s/ Todd R. Cate
|
||||
Authorized Signature
|
Authorized Signature
|
||||
Ted O. Christianson
|
3/30/15
|
Todd R. Cate VP Operations 4/13/15
|
|||
Print Name & Title
|
Date
|
Print Name & Title
|
Date
|
1.
|
“Acquisition” means any transaction or series of related transactions for the purpose of or resulting, directly or indirectly, in: (a) the acquisition of all or substantially all of the assets of a Person, or of all or substantially all of any business or division of a Person, (b) the acquisition of 50% or more of the Capital Securities of any Person, or otherwise causing any Person to become a Subsidiary, or (c) a merger or consolidation or any other combination with another Person (other than a Person that is already a Subsidiary).
|
2.
|
“Administrative Agent” means Wells Fargo Bank, National Association, under the Wells Fargo Credit Agreement.
|
3.
|
“Attributable Debt” means, on any date of determination: (a) in respect of any capital lease of any Person, the capitalized amount thereof that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP; and (b) in respect of any Synthetic Lease Obligation, the capitalized amount of the remaining lease payments under the relevant lease that would appear on a balance sheet of such Person prepared as of such date in accordance with GAAP if such lease were accounted for as a capital lease.
|
4.
|
“Capital Expenditures” means all expenditures (whether paid in cash or other consideration or accrued as a liability and including that portion of capital leases that is capitalized on the balance sheet of such Person including in connection with a sale-leaseback transaction) by such Person for the acquisition or leasing of fixed or capital assets or additions to equipment (including replacements, capitalized repairs and improvements during such period) that are required to be capitalized under GAAP on a balance sheet of such Person,
but specifically excluding
any Equipment purchased by a Loan Party for lease or rental to others. For purposes of this definition: (a) the purchase price of equipment that is purchased simultaneously with the trade-in of existing equipment owned by such Person thereof or with insurance proceeds shall be included in Capital Expenditures only to the extent of the gross amount of such purchase price
minus
the credit granted by the seller of such equipment for such equipment being traded in at such time, or the amount of such proceeds, as the case may be; and (b) neither an acquisition to the extent made with the proceeds of a Disposition in accordance with Section 2.05(c)(i)
of the Wells Fargo Credit Agreement, as amended nor an Acquisition complying with Section 7.02(e) of the Wells Fargo Credit Agreement, as amended shall constitute a “Capital Expenditure.”
|
5.
|
“Capital Securities” means, with respect to any Person, all shares, interests, participations or other equivalents (however designated, whether voting or non-voting) of such Person’s capital, whether now outstanding or issued or acquired after the date of this Agreement, including common shares, preferred shares, membership interests in a limited liability company, limited or general partnership interests in a partnership, interests in a trust, interests in other unincorporated organizations or any other equivalent of such ownership interest or rights or options to obtain such ownership interest.
|
6.
|
“Cash Equivalents” means, as to any Person: (a) securities issued or directly and fully guaranteed or insured by the United States or any agency or instrumentality thereof (but only so long as the full faith and credit of the United States is pledged in support thereof) having maturities of not more than twelve months from the date of acquisition; (b) securities issued by any state of the United States or any political subdivision of any such state or any public instrumentality thereof having maturities of not more than ninety days from the date of acquisition and having one of the two highest ratings from either Standard & Poor’s Corporation or Moody’s Investors Service, Inc.; (c) domestic and Eurodollar certificates of deposit, time or demand deposits or bankers’ acceptances maturing within six months after the date of acquisition issued or guaranteed by or placed with, and money market deposit accounts issued or offered by: (i) any Lender (as defined in the Wells Fargo Credit Agreement); and (ii) any commercial bank organized under the laws of the United States or any state thereof or the District of Columbia having combined capital and surplus of not less than $250,000,000; (d) repurchase obligations with a term of not more than thirty days for underlying securities of the types described in clause (a) and (b) of this definition entered into with any bank meeting the qualifications specified in clause (c) of this definition; (e) commercial paper issued by the parent corporation of any Lender or any commercial bank (provided that the parent corporation and the bank are both incorporated in the United States) having capital and surplus in excess of $250,000,000 and commercial paper issued by any Person incorporated in the United States, which commercial paper is rated at least A-1 or the equivalent thereof by Standard & Poor’s Corporation or at least P-1 or the equivalent thereof by Moody’s Investors Service, Inc., and in each case maturing not more than ninety days after the date of acquisition by such Person; and (f) investments in money market funds substantially all the assets of which are comprised of securities of the types described in clauses (a) through (e) of this definition.
|
7.
|
“Chattel Paper” shall have the meaning given to it in Section 3 of the Agreement.
|
8.
|
“Collateral” shall have the meaning given to it in Section 3 of the Agreement.
|
9.
|
“Consolidated EBITDAR” means, for any period, for Debtor and its Subsidiaries on a consolidated basis, the sum of (without duplication): (a) Consolidated Net Income for such period;
plus
(b) Consolidated Interest Expense (net of interest income) for such period to the extent included in the determination of such Consolidated Net Income;
plus
(c) all amounts treated as expenses for such period for depreciation and amortization, but in each case only to the extent included in the determination of such Consolidated Net Income;
plus
(d) Consolidated Rent Expense;
plus
(e) income tax expense related to income made by the Debtor and its Subsidiaries;
plus
(f) Consolidated Rent-to-Own Expense;
plus
(g) non-cash restructuring charges to the extent included in the determination of Consolidated Net Income;
plus
(h) extraordinary losses to the extent included in the determination of Consolidated Net Income;
plus
(i) non-cash goodwill and intangible asset impairment charges to the extent included in the determination of Consolidated Net Income;
minus
(j) extraordinary gains to the extent included in the determination of Consolidated Net Income; minus (k) non-cash restructuring gains to the extent included in the determination of Consolidated Net Income.
|
10.
|
“Consolidated Fixed Charge Coverage Ratio” means, as of the last day of a fiscal quarter, for the period consisting of the four consecutive Fiscal Quarters ending on such date, subject to Section 1.02(h)
of the Wells Fargo Credit Agreement, as amended, the ratio of: (a) the sum for such period of (without duplication): (i) Consolidated EBITDAR;
minus
(ii) all payments in cash for taxes related to income made by Debtor and its Subsidiaries;
minus
(iii) Capital Expenditures actually made in cash by Debtor and its Subsidiaries (net of any insurance proceeds, condemnation awards or proceeds relating to any financing with respect to such expenditures);
minus
(iv) Restricted Payments paid in cash by Debtor;
to
(b) the sum for such period of (without duplication): (i) the cash portion of Consolidated Interest Expense;
plus
(ii) Consolidated Rent Expense;
plus
(iii) without duplication, all required (scheduled and mandatory) repayments of Debt (including with respect to Debt that is a capital lease);
plus
(iv) cash restructuring charges.
|
11.
|
“Consolidated Interest Expense” means, for any period, for Debtor and its Subsidiaries on a consolidated basis, the sum of (without duplication): (a) all interest, premium payments, debt discount, fees, charges and related expenses in connection with borrowed money (including capitalized interest) or in connection with the deferred purchase price of assets during such period;
plus
(b) all payments made under interest rate Swap Contracts during such period to the extent not included in clause (a) of this definition;
minus
(c) all payments received under interest rate Swap Contracts during such period;
plus
(d) the portion of rent expense with respect to such period under capital leases that is treated as interest in accordance with GAAP.
|
12.
|
“Consolidated Net Income” shall mean, for any period, the sum of net income (or loss) for such period of Debtor and its Subsidiaries on a consolidated basis determined in accordance with GAAP, but excluding any income of any Person if such Person is not a Subsidiary, except that Debtor’s direct or indirect equity in the net income of any such person for such period shall be included in such Consolidated Net Income in accordance with GAAP.
|
13.
|
“Consolidated Net Leverage Ratio” means, as of any date of determination, the ratio of: (a) the sum of (i) Consolidated Total Liabilities, minus (ii) the amount by which Cash Equivalents held by Debtor and its Subsidiaries as of such date of determination exceed $30,000,000; to (b) Consolidated Tangible Net Worth
.
|
14.
|
“Consolidated Rent Expense” means for such period, total rental expenses attributable to operating leases of the Debtor and its Subsidiaries for real property on a consolidated basis.
|
15.
|
“Consolidated Rent-to-Own Expense” means for any period, the total, for Debtor and its Subsidiaries on a consolidated basis, non-cash expenses attributable to the cost of goods sold for retail inventory that is being rented on a rent-to-own basis.
|
16.
|
“Consolidated Tangible Net Worth” means, as of any date of determination, for Debtor and its Subsidiaries on a consolidated basis, the sum of (without duplication): (a) stockholders’ equity;
minus
(b) treasury stock;
minus
(c) all intangible assets, including goodwill, patents, trademarks, trade names, organization expense, unamortized debt discount and expense, capitalized or deferred research and development costs, deferred marketing expenses, and other like intangibles.
|
17.
|
“Consolidated Total Liabilities” means as of any date, total liabilities reflected on the consolidated balance sheet of the Debtor and its Subsidiaries as of such date prepared in accordance with GAAP.
|
18.
|
“Control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of a Person, whether through the ability to exercise voting power, by contract or otherwise. The terms “Controlling” and “Controlled” have meanings correlative thereto. Without limiting the generality of the foregoing, a Person shall be deemed to be Controlled by another Person if such other Person possesses, directly or indirectly, the
|
19.
|
“Dealer Note” shall mean a dealer note or other promissory note or writing to evidence any or all Obligations owed to Secured Party.
|
20.
|
“Debt” means, as to any Person as of any date of determination, without duplication, all of the following, whether or not included as indebtedness or liabilities in accordance with GAAP: (a) all obligations of such Person for borrowed money and all obligations of such Person evidenced by bonds, debentures, notes, loan agreements or other similar instruments; (b) all direct or contingent obligations of such Person arising under letters of credit (including standby and commercial letters of credit), bankers’ acceptances, bank guaranties, surety bonds and similar instruments; (c) the Swap Termination Value under all Swap Contracts to which such Person is a party; (d) all obligations of such Person to pay the deferred purchase price of property or services (other than trade accounts payable in the ordinary course of business not past due for more than sixty days); (e) indebtedness (excluding prepaid interest thereon) secured by a Lien on property owned or being purchased by such Person (including indebtedness arising under conditional sales or other title retention agreements), whether or not such indebtedness shall have been assumed by such Person or is limited in recourse; (f) the amount of Attributable Debt in respect of all capital lease obligations and Synthetic Lease Obligations of such Person; (g) all obligations of such Person to purchase, redeem, retire, defease or otherwise make a payment in respect of Disqualified Equity Interests valued, in the case of a redeemable preferred interest, at the greater of its voluntary or involuntary liquidation preference plus accrued and unpaid dividends; and (h) all Guarantees of such Person in respect of any of the foregoing. For all purposes hereof, the Debt of any Person shall include the Debt of any partnership or joint venture (other than a joint venture that is itself a corporation or limited liability company) in which such Person is a general partner or a joint venturer, unless such Debt is expressly made non-recourse to such Person.
|
21.
|
“Disposition” means the sale, assignment, transfer, conveyance, license, lease or other disposition (including any sale and leaseback transaction) of any property by any Person, including any sale, assignment, transfer, conveyance or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. The term “
Dispose
” has a meaning correlative thereto.
|
22.
|
“Disqualified Equity Interest” means any Equity Interest of any Person that, by its terms (or by the terms of any security into which it is convertible or for which it is exchangeable at the option of the holder thereof), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or is redeemable at the option of the holder thereof, in whole or in part, or requires or mandates payments or distributions in cash. The term “Disqualified Equity Interest” shall also include any options, warrants or other rights that are convertible into Disqualified Equity Interest or that are redeemable at the option of the holder, or required to be redeemed.
|
23.
|
“Equipment” means Inventory, as defined in Section 3.
|
24.
|
“Equity Interests” means, with respect to any Person, all of the shares of capital stock of (or other ownership or profit interests in) such Person, all of the warrants, options or other rights for the purchase or acquisition from such Person of shares of capital stock of (or other ownership or profit interests in) such Person, all of the securities convertible into or exchangeable for shares of capital stock of (or other ownership or profit interests in) such Person or warrants, rights or options for the purchase or acquisition from such Person of such shares (or such other interests), and all of the other ownership or profit interests in such Person (including partnership, member or trust interests therein), whether voting or nonvoting, and whether or not such shares, warrants, options, rights or other interests are outstanding on any date of determination;
provided
that Permitted Convertible Debt and Permitted Warrants shall not constitute Equity Interests of Debtor.
|
25.
|
“Fiscal Quarter” shall mean, as of any date of determination with respect to Debtor, each fiscal quarter occurring during each of Debtor’s Fiscal Years. The end of a Fiscal Quarter may be referred to as “FQE.”
|
26.
|
“Fiscal Year” shall mean the current fiscal year of Debtor. The end of a Fiscal Year may be referred to as “FYE.”
|
27.
|
“GAAP” means the generally accepted accounting principles in the United States in effect from time to time including, but not limited to, Financial Accounting Standards Board (FASB) Standards and Interpretations, Accounting Principals Board (APB) Opinions and Interpretations, and certain other accounting principles which have substantial authoritative support.
|
28.
|
“Guarantee” means, as to any Person, any obligation, contingent or otherwise, of such Person guaranteeing or having the economic effect of guaranteeing any Debt or other obligation payable or performable by another Person (the “primary
|
29.
|
“Inventory” shall have the meaning given to it in Section 3 of the Agreement.
|
30.
|
“Invoice” means any and all written or electronic evidences of indebtedness or obligations arising out of the order, acceptance, purchase, acquisition, billing, shipment and receipt of any inventory or equipment, including, without limitation, order, acceptances, billing invoices, promissory notes, mortgages, and all instruments and documents evidencing or securing the related indebtedness owed by Debtor on account of such inventory or equipment.
|
31.
|
“Lien” means any mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, lien (statutory or other), charge, or preference, priority or other security interest or preferential arrangement in the nature of a security interest of any kind or nature whatsoever (including any conditional sale or other title retention agreement and any easement, right of way or other encumbrance on title to real property).
|
32.
|
“Loan Parties” means, collectively, Debtor and any Person who executes a Guarantee on behalf of the Debtor.
|
33.
|
“Obligations” shall mean all obligations of payment under this Agreement as well as under any other agreement (whether now or hereafter in effect) between Debtor and Secured Party (all of the foregoing is collectively referred to as the “Obligations”).
|
34.
|
“Permitted Call Options” means any convertible bond hedge transactions, call options or capped call options relating to Debtor’s Equity Interests (regardless of whether settled in cash or in Equity Interests) that are purchased by Debtor substantially contemporaneously with the issuance of any Permitted Convertible Debt.
|
35.
|
“Permitted Convertible Debt” means any Debt permitted by Section 7.03
of the Wells Fargo Credit Agreement, as amended, that is convertible into Equity Interests of Debtor and/or cash in lieu thereof.
|
36.
|
“Permitted Warrants” means any call options relating to Debtor’s Equity Interests (regardless of whether settled in cash or in Equity Interests) that are sold by Debtor substantially contemporaneously with the issuance of any Permitted Convertible Debt.
|
37.
|
“Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, cooperative or other business entity, unincorporated organization, or government or any agency or political subdivision thereof.
|
38.
|
“Purchase Price” means, with respect to any Invoice or related inventory or equipment means the Invoice “finance amount” provided for under the applicable Wholesale Financing Plan or the net purchase price for such related inventory or equipment in the absence of a Wholesale Financing Plan applicable to such Invoice.
|
39.
|
“Restricted Payment” means, as to any Person, (a) any dividend or other distribution by such Person (whether in cash, securities or other property) with respect to any Equity Interests of such Person, (b) any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of any such Equity Interest, (c) any payment of principal or interest or any purchase, redemption, retirement, acquisition or defeasance with respect to any Debt of such Person, which is subordinated to the payment of the Obligations pursuant to a Subordination Agreement acceptable to the Administrative Agent, in violation of any subordination provisions applicable thereto (it being acknowledged that payments that are not restricted by the subordination provisions applicable thereto are not Restricted Payments), (d) the acquisition for value by such Person of any Equity Interests issued by such Person or any other Person that Controls such Person and (e) with respect to clauses (a) through (d), any transaction that has a substantially similar effect;
provided
that payments in respect of the purchase of Permitted Call Options shall not constitute Restricted Payments.
|
40.
|
“Subordination Agreement” means a subordination agreement executed by a Subordinated Creditor in favor of and acceptable to the Administrative Agent and Lender and acknowledged by the Debtor.
|
41.
|
“Subordinated Creditor” means each Person now or in the future who agrees to subordinate indebtedness of the Debtor held by that Person to the payment of the Obligations.
|
42.
|
“Subsidiary” of a Person means a corporation, partnership, joint venture, limited liability company or other business entity of which a majority of the shares of securities or other interests having ordinary voting power for the election of directors or other governing body (other than securities or interests having such power only by reason of the happening of a contingency) are at the time beneficially owned, or the management of which is otherwise Controlled, directly, or indirectly through one or more intermediaries, or both, by such Person, provided that Subsidiaries of Debtor shall be limited to such entities whose financial statements are consolidated with the Debtor’s financial statements in accordance with GAAP or with respect to which more than 50.00% of the Equity Interests therein are owned directly or indirectly by Debtor. Unless otherwise specified, all references herein to a “
Subsidiary
” or to “
Subsidiaries
” shall refer to a Subsidiary or Subsidiaries of Debtor.
|
43.
|
“Swap Contract” means: (a) any and all rate swap transactions, basis swaps, credit derivative transactions, forward rate transactions, commodity swaps, commodity options, forward commodity contracts, equity or equity index swaps or options, bond or bond price or bond index swaps or options or forward bond or forward bond price or forward bond index transactions, interest rate options, forward foreign exchange transactions, cap transactions, floor transactions, collar transactions, currency swap transactions, cross-currency rate swap transactions, currency options, spot contracts, or any other similar transactions or any combination of any of the foregoing (including any options to enter into any of the foregoing), whether or not any such transaction is governed by or subject to any master agreement; and (b) any and all transactions of any kind, and the related confirmations, that are subject to the terms and conditions of, or governed by, any form of master agreement published by the International Swaps and Derivatives Association, Inc., any International Foreign Exchange Master Agreement, or any other master agreement including any such obligations or liabilities under any such master agreement (in each case, together with any related schedules).
|
44.
|
“Swap Termination Value” means, in respect of any one or more Swap Contracts, after taking into account the effect of any legally enforceable netting agreement relating to such Swap Contracts: (a) for any date on or after the date such Swap Contracts have been closed out and termination value(s) determined in accordance therewith, such termination value(s); and (b) for any date prior to the date referenced in clause (a) of this definition, the amount(s) determined as the mark-to-market value(s) for such Swap Contracts, as determined based upon one or more mid-market or other readily available quotations provided by any recognized dealer in such Swap Contracts.
|
45.
|
“Synthetic Lease Obligation” means the monetary obligation of a Person under either: (a) a so-called synthetic, off-balance sheet or tax retention lease; or (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment).
|
46.
|
“Total Assets” means the sum of all assets as presented in the balance sheet in Debtor’s most recent consolidated financial statements.
|
47.
|
“Utilization Rate” means the Debtor’s average daily outstanding principal balance for the previous three months, over that portion of Debtor’s uncommitted credit facility in which Secured Party has obtained participating lenders.
|
48.
|
“Vendor” means a manufacturer or distributor of Inventory.
|
1.
|
Consolidated Net Leverage Ratio
. As measured at the end of each fiscal quarter of Debtor, the Debt of Debtor shall not exceed the Consolidated Net Leverage Ratio of Debtor by a ratio of greater than:
|
Applicable Calendar Quarter(s):
|
Maximum Debt to Consolidated Net Leverage Ratio:
|
FYE January 31, 2015 and each Fiscal Quarter thereafter
|
3.00 to 1.00
|
2.
|
Minimum Consolidated Fixed Charge Coverage Ratio
. As measured at the end of each fiscal quarter of Debtor on a trailing twelve (12) month basis, the Consolidated Fixed Coverage Charge Ratio shall exceed:
|
Applicable Calendar Quarter(s):
|
Minimum Consolidated Fixed Charge Coverage Ratio:
|
FQE October 31, 2014 and each Fiscal Quarter thereafter
|
1.25 to 1.00
|
3.
|
Acquisitions
. Debtor shall not acquire any Capital Securities in a Person, or acquire all or substantially all of the assets of a Person (including without limitation assets comprising all or substantially all of an unincorporated business unit or division of any Person) for consideration in excess of ten percent (10%) of the Debtor’s Total Assets in any single Acquisition or series of related Acquisitions and twenty percent (20%) of the Debtor’s Total Assets for all acquisitions in a fiscal year, except if approved in writing by Secured Party (any such approved acquisition or acquisitions, being a “Permitted Acquisition”).
|
4.
|
Distributions
.
Debtor shall not, without the prior written consent of Secured Party, make any distributions to the shareholders of Debtor;
provided, however
, (a) so long as no Event of Default exists prior to or immediately following such action or otherwise results from such action, Debtor may declare or pay cash dividends to its shareholders in an amount not to exceed 50% of Debtor’s Consolidated Net Income for the then trailing four (4) quarters, and (b) in lieu of issuing stock to participants in the Debtor’s restricted stock plan, pay the associated tax liability with other stock issued.
|
1.
|
Debt to Consolidated Net Leverage Ratio
. As measured at the end of each fiscal quarter, the Debt of Debtor shall not exceed the Consolidated Net Leverage Ratio of Debtor by a ratio of greater than:
|
Applicable Calendar Quarter(s):
|
Maximum Debt to Consolidated Net Leverage Ratio:
|
FYE January 31, 2015 and each Fiscal Quarter thereafter
|
3.00 to 1.00
|
Debtor’s Debt to Consolidated Net Leverage Ratio Calculation:
|
|
|
(a) Consolidated Total Liabilities,
minus
|
$
|
|
(b) Cash Equivalents that exceed $30,000,000
|
$
|
|
Total
|
$
|
|
|
|
|
(c) Consolidated Tangible Net Worth
|
|
|
Consolidated Net Leverage Ratio
(a)
minus
(b),
divided by
(c)
|
=
|
|
Applicable Calendar Quarter(s):
|
Minimum Consolidated Fixed Charge Coverage Ratio:
|
FYE January 31, 2015 and each Fiscal Quarter thereafter
|
1.25 to 1.00
|
Debtor’s Minimum Consolidated Fixed Charge Ratio Calculation:
|
|
|
(a) Consolidated EBITDAR
|
$
|
|
(b) all payments in cash for taxes related to income
|
$
|
|
(c) Unfinanced Capital Expenditures
|
$
|
|
(d) Restricted Payments
|
$
|
|
(e) Consolidated Interest Expense
|
$
|
|
(f) Rent Expense
|
$
|
|
(g) Interest Expense
|
$
|
|
(h) debt payments
|
$
|
|
(i) cash restructuring charges
|
$
|
|
(j) Consolidated Fixed Charge Coverage Ratio
|
|
|
((a) minus ( b) minus (c) minus ( d)), divided by (e + f + g +h + i)
|
=
|
|
1.
|
Acquisitions
.
Debtor has not acquired any Capital Securities in a Person, or acquired all or substantially all of the assets of a Person (including without limitation assets comprising all or substantially all of an unincorporated business unit or division of any Person) for consideration in excess of ten percent (10%) of the Debtor’s Total Assets in any single Acquisition or series of related Acquisitions and twenty percent (20%) of the Debtor’s Total Assets for all acquisitions in a fiscal year, except if approved in writing by Secured Party.
|
2.
|
Distributions
. Debtor has not, unless the action was approved in writing by Secured Party, made any distributions to the shareholders of Debtor, except that Debtor may have, (a) so long as no Event of Default existed prior to or immediately following such action or otherwise resulted from such action, declared or paid cash dividends to its shareholders in an amount not to exceed 50% of Debtor’s Consolidated Net Income for the then trailing four (4) quarters, and (b) in lieu of issuing stock to participants in the Debtor’s restricted stock plan, paid the associated tax liability with other stock issued.
|
|
Titan Machinery, Inc.
|
|
Debtor
|
||
|
||
Authorized Signature
|
||
|
||
Print Name & Title
|
Date
|
Address 1
|
Address 2
|
City
|
State
|
Zip
|
5055 East Hwy 12
|
|
Aberdeen
|
SD
|
57401
|
4411 East Hwy 12
|
|
Aberdeen-HC CLARK
|
SD
|
57401
|
2491 State Hwy 200
|
|
Ada
|
MN
|
56510
|
77847 209th St
|
|
Albert Lea
|
MN
|
56007
|
6613 Edith Blvd
|
|
Albuquerque
|
NM
|
87113
|
403 S STATE HWY 31
|
|
Anthon
|
IA
|
51004
|
410 MAIN ST
|
|
Arthur
|
ND
|
58006
|
502 W High St
|
|
Avoca
|
IA
|
51521
|
5248 JACKRABBIT LANE
|
|
Belgrade
|
MT
|
59714
|
1728 OLD HARDIN ROAD
|
|
Billings
|
MT
|
59101
|
2700 Overland Ave
|
|
Billings
|
MT
|
59102
|
1500 INDUSTRIAL DRIVE
|
|
Bismark
|
ND
|
58501
|
2116 75th Street
|
PO Box 298
|
Blairstown
|
IA
|
52209
|
7087 S. 4th Ave
|
|
Bowdle
|
SD
|
57428
|
80 Shire Trail
|
|
Bozeman
|
MT
|
59718
|
11203 SD Hwy 27
|
|
Brtitton
|
SD
|
57430
|
12051 S. East Street West Hwy 2
|
|
Broken Bow
|
NE
|
68822
|
1100 W COYOTE AVE
|
|
Casper
|
WY
|
82601
|
1701 Governors Drive
|
|
Casselton
|
ND
|
58012
|
4250 Grain Lane
|
|
Center Point
|
IA
|
52213
|
459 Hwy 59 South
|
|
Cherokee
|
IA
|
51012
|
459 Hwy 59 South
|
|
Cherokee-Outlet
|
IA
|
51012
|
707 EAST FOX FARM ROAD
|
|
Cheyenne
|
WY
|
82007
|
4005 7TH AVE NORTH
|
|
Clear Lake
|
IA
|
50428
|
120 Troy Hill Rd
|
|
Colorado Springs
|
CO
|
80916
|
5750 Fairfax street
|
|
Commerce City
|
CO
|
80002
|
500 INGERSOLL AVE
|
|
Crookston
|
MN
|
56716
|
3136 76th Street West
|
|
Davenport
|
IA
|
52806
|
2290 54TH AVE NE
|
|
Des Moines
|
IA
|
50313
|
379 Energy Dr.
|
|
Dickinson
|
ND
|
58601
|
3806 E US HWY 12
|
|
East Helena
|
MT
|
59635
|
27062 US Highway 59
|
|
Elbow Lake
|
MN
|
56531
|
4001 38TH ST SW
|
|
Fargo (Constr)
|
ND
|
58104
|
3453 7th Ave Ste D
|
|
Fargo
|
ND
|
58102
|
3401 32ND AVE S
|
|
Fargo Tractor
|
ND
|
58103
|
2096 College Way
|
|
Fergus Falls
|
MN
|
56537
|
2515 E Mulberry
|
|
Fort Collins
|
CO
|
80521
|
3701 West Hwy 30
|
|
Fremont
|
NE
|
68025
|
47212 Gallatin Road
|
|
Gallatin
|
MT
|
59730
|
4802 S. GARNER LAKE ROAD
|
|
Gillette
|
WY
|
82718
|
315 Hwy 28
|
|
Graceville
|
MN
|
56240
|
1601 NORTH WASHINGTON STREET
|
|
Grand Forks
|
ND
|
58203
|
3700 WEST 2ND STREET
|
|
Grand Island
|
NE
|
68803
|
3721 West Highway 2
|
|
Grand Island
|
NE
|
68803
|
1215 38TH ST. N
|
|
Great Falls
|
MT
|
59405
|
2114 State Hwy 92 West
|
PO Box 80
|
Greenfield
|
IA
|
50849-0080
|
23604 DIAGONAL ROAD
|
|
Grundy Center
|
IA
|
50635-0337
|
1660 SOUTH BALTIMORE
|
|
Hastings
|
NE
|
68901-7784
|
9600 East 104th Ave
|
|
Hendersen
|
CO
|
80640
|
4311 Haines Rd
|
|
Hermantown
|
MN
|
14375
|
Hwy 14 & 47
|
PO Box 159
|
Highmore
|
SD
|
57345
|
525 Commercial St NE
|
|
Highmore
|
SD
|
57345
|
302 US Hwy 14
|
|
Highmore
|
SD
|
57345
|
11240 ROAD 731
|
BOX 556
|
Holdrege
|
NE
|
68949-0556
|
1701 US Hwy 14 West
|
|
Huron
|
SD
|
57350
|
73893 332nd Ave
|
PO BOX 1271
|
Imperial
|
NE
|
69033
|
1810 26th Ave W
|
|
Jamestown
|
ND
|
58402
|
714 3RD AVE
|
BOX 548
|
Kearney
|
NE
|
68848-0548
|
112 Hwy 140 North
|
|
Kingsley
|
IA
|
51028
|
350 Main Ave South
|
|
Kintyre
|
ND
|
58549-4905
|
212 N Main Ave
|
PO Box 260
|
Kulm
|
ND
|
58456-0260
|
N 1626 Wuensch Rd
|
|
La Crosse
|
WI
|
54601
|
1100 Hwy 13 East
|
PO Box 96
|
LaMoure
|
ND
|
58458-0096
|
16897 MADISON AVE
|
|
Le Mars
|
IA
|
51031
|
75481 ROAD 435
|
|
Lexington
|
NE
|
68850
|
15450 Hwy 11
|
|
Lidgerwood
|
ND
|
58053-9702
|
6310 NORTH 56TH STREET
|
|
Lincoln
|
NE
|
68504
|
6930 Hwy 32 S
|
PO Box 393
|
Lisbon
|
ND
|
58054-0393
|
2123 Memorial Hwy
|
|
Mandan
|
ND
|
58554
|
2932 Hwy 23
|
|
Marshall
|
MN
|
56258
|
1201 N Hwy 59
|
|
Marshall
|
MN
|
56258
|
1101 MAIN STREET
|
|
Mayville
|
ND
|
58257
|
1601 N Hwy 83
|
|
McCook
|
NE
|
69001
|
1202 SOUTH DAKOTA STREET
|
|
Milbank
|
SD
|
57252
|
1410 North Broadway Ave
|
|
Miller
|
SD
|
57362
|
5015 HWY 2 EAST
|
|
Minot
|
ND
|
58701
|
7580 HWY 10 WEST
|
|
Missoula
|
MT
|
59808
|
I-94 and Co Rd 11
|
PO Box 1286
|
Moorhead
|
MN
|
56561
|
3456 70th So. S. Glyndon
|
PO Box 978
|
Moorhead-Outlet
|
MN
|
56561-1286
|
1900 RODEO ROAD
|
|
North Platte
|
NE
|
69101
|
3827 42ND ST SOUTH
|
|
Omaha
|
NE
|
68107
|
919 U Street
|
|
Ord
|
NE
|
68862
|
2350 Hwy 23 S
|
PO Box 1024
|
Oskaloosa
|
IA
|
52577
|
408 SE 9th St
|
PO Box 259
|
Pella
|
IA
|
50219
|
1411 N 27th Ave
|
|
Phoenix
|
AZ
|
85009
|
29315 East Hwy 14
|
|
Pierre
|
SD
|
57501
|
1402 Hwy 75 South
|
|
Pipestone
|
MN
|
56164
|
620 W. 7th St.
|
|
Platte
|
SD
|
57369
|
1741 Deadwood Ave
|
|
Rapid City
|
SD
|
57702
|
1441 Deadwood Ave
|
|
Rapid City
|
SD
|
57702
|
17190 N HWY 281
|
PO Box 500
|
Redfield
|
SD
|
57169
|
1820 EAST BRIDGE ST
|
|
REDWOOD FALLS
|
MN
|
56283-0379
|
14375 James Rd
|
|
Rogers
|
MN
|
55374
|
1118 3rd St NW
|
|
Roseau
|
MN
|
56751
|
15125 South Robert Trail
|
|
Rosemount
|
MN
|
55068
|
6340 HWY 101
|
|
Shakopee
|
MN
|
55379
|
33952 FRELONG DRIVE
|
|
Sioux City
|
IA
|
51108
|
5601 Harbor Dr
|
|
Sioux City
|
IA
|
51111
|
33952 FRELONG DRIVE
|
|
Sioux City
|
IA
|
51108
|
4201 N CLIFF AVE
|
|
Sioux Falls
|
SD
|
57104
|
6308 West 12th St
|
|
Sioux Falls
|
SD
|
57104
|
17108 US Hwy 59 North
|
PO Box 657
|
Thief River Falls
|
MN
|
56701
|
1701 W GRANT ROAD
|
|
TUCSON
|
AZ
|
85745
|
110 S. Chestnut St
|
PO Box 27
|
Wahoo
|
NE
|
68066
|
7955 179th Ave SE
|
|
Wahpeton
|
ND
|
58075
|
17805 Highway 13 West
|
|
Richland - Wahpeton
|
ND
|
58074
|
3301 9th Ave SE
|
PO Box 1570
|
Watertown
|
SD
|
57201-1570
|
3934 9th Ave SE
|
|
Watertown
|
SD
|
57201
|
2801 4TH ST SW
|
|
Waverly
|
IA
|
50677
|
602 CENTENNIAL RD
|
|
Wayne
|
NE
|
68787
|
3093 220th Street
|
|
Williams
|
IA
|
50271
|
13954 W Front Street
|
|
Williston
|
ND
|
58801
|
7250 GREENRIDGE ROAD
|
|
WINDSOR
|
CO
|
80550
|
207 S Borud St
|
|
Winger
|
MN
|
56592
|
117 N Centennial St
|
PO Box 399
|
Wishek
|
ND
|
58495-0399
|
|
|
Cedar Rapids
|
IA
|
|
|
|
Columbia Falls/Kalispell
|
MT
|
|
|
|
Marshall-CE
|
MN
|
|
2503 5th Ave South
|
PO Box 3044
|
Fargo
|
ND
|
58108-3044
|
644 East Beaton Dr
|
|
West Fargo
|
ND
|
58078-2648
|
SECTION 1.1
|
MODIFICATIONS TO CREDIT AGREEMENT
|
Date
|
Maximum Consolidated Net Leverage Ratio
|
January 31, 2015
|
3.00:1.00
|
April 30, 2015
|
3.00:1.00
|
July 31, 2015
|
2.75:1.00
|
October 31, 2015
|
2.75:1.00
|
January 31, 2016 and the end of each Fiscal Period thereafter
|
2.50:1.00
|
Date
|
Minimum Consolidated Pre-Tax Income
|
||
January 31, 2015
|
N/A
|
|
|
April 30, 2015
|
<$11,000,000>
|
|
|
July 31, 2015
|
<$9,000,000>
|
|
|
October 31, 2015
|
|
$1,000,000
|
|
January 31, 2016 and the end of each Fiscal Period thereafter
|
|
$10,000,000
|
|
SECTION 1.2
|
REDUCED COMMITMENTS
|
SECTION 2.1
|
EXPENSES
|
SECTION 3.1
|
CONDITIONS PRECEDENT
|
SECTION 3.2
|
RATIFICATION; ESTOPPEL; REAFFIRMATION
|
SECTION 3.3
|
RELEASE
|
SECTION 3.4
|
TIME OF THE ESSENCE
|
SECTION 3.5
|
GOVERNING LAW; JURISDICTION; ETC.
|
SECTION 3.6
|
COUNTERPARTS; SEVERABILITY
|
SECTION 3.7
|
WAIVER OF RIGHT TO JURY TRIAL
|
SECTION 3.8
|
FINAL EXPRESSION
|
TITAN MACHINERY INC.,
a Delaware corporation
By:
/s/ Ted O. Christianson
Name:
Ted O. Christianson
Title:
Treasurer
|
|
ADMINISTRATIVE AGENT, L/C ISSUER AND SWING LINE LENDER:
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as Administrative Agent, L/C Issuer and Swing Line Lender
By:
/s/ Mark Lundquist
Name:
Mark T. Lundquist
Title:
Vice President
|
|
WELLS FARGO BANK, NATIONAL ASSOCIATION,
a national banking association, as a Lender
By:
/s/ Mark Lundquist
Name:
Mark T. Lundquist
Title:
Vice President
|
|
LENDER:
|
|
COBANK, ACB
By:
/s/ Kathleen Roberts
Name:
Kathleen Roberts
Title:
Vice-President
|
|
|
|
LENDER:
|
|
BANK OF AMERICA, N.A.
By:
/s/ Don Stafford
Name:
Don Stafford
Title:
SVP
|
|
LENDER:
|
|
BANK OF THE WEST
a California banking corporation
By:
/s/ Wesley Well
Name:
Wesley Well
Title:
Vice President
|
|
LENDER:
|
|
BREMER BANK, N.A.
By:
/s/ Jason Horn
Name:
Jason Horn
Title:
VP - Relationship Manager
|
|
LENDER:
|
BMO HARRIS BANK N.A.
By:
/s/ Bridget Garavalia
Name:
Bridget Garavalia
Title:
Director
|
Tier
|
Consolidated Leverage Ratio
|
Consolidated Pre-Tax Income
|
Applicable LIBOR Margin (bps)
|
Applicable Base Rate Margin (bps)
|
Applicable L/C Margin (bps)
|
I
|
Less than 1.50 to 1.00
|
Greater than or equal to $75,000,000
|
150.0
|
50.0
|
150.0
|
II
|
Greater than or equal to 1.50 to 1.00 but less than 2.00 to 1.00
|
Greater than or equal to $50,000,000 but less than $75,000,000
|
175.0
|
75.0
|
175.0
|
III
|
Greater than or equal to 2.00 to 1.00 but less than 2.50 to 1.00
|
Greater than or equal to $30,000,000 but less than $50,000,000
|
225.0
|
125.0
|
225.0
|
IV
|
Greater than or equal to 2.50 to 1.00 but less than 3.00 to 1.00
|
Greater than or equal to $20,000,000 but less than $30,000,000
|
250.0
|
150.0
|
250.0
|
V
|
Greater than or equal to 3.00 to 1.00
|
Less than $20,000,000
|
312.5
|
212.5
|
312.5
|
Lender
|
Commitment Amount
|
Percentage Share
|
|||
Wells Fargo Bank, N.A.
|
|
$94,325,000.00
|
|
34.300000000
|
%
|
Bank of America, N.A.
|
|
$67,650,000.00
|
|
24.600000000
|
%
|
CoBank, ACB
|
|
$41,250,000.00
|
|
15.000000000
|
%
|
Bank of the West
|
|
$23,650,000.00
|
|
8.600000000
|
%
|
Comerica Bank
|
|
$20,625,000.00
|
|
7.500000000
|
%
|
Bremer Bank, N.A.
|
|
$11,825,000.00
|
|
4.300000000
|
%
|
BMO Harris Bank N.A.
|
|
$15,675,000.00
|
|
5.700000000
|
%
|
TOTAL
|
|
$275,000,000.00
|
|
100.000000000
|
%
|
Lender
|
Commitment Amount
|
Percentage Share
|
|||
Wells Fargo Bank, N.A.
|
|
$31,062,500.00
|
|
35.500000000
|
%
|
Bank of America, N.A.
|
|
$22,400,000.00
|
|
25.600000000
|
%
|
CoBank, ACB
|
|
$13,650,000.00
|
|
15.600000000
|
%
|
Bank of the West
|
|
$7,787,500.00
|
|
8.900000000
|
%
|
Comerica Bank
|
|
$6,825,000.00
|
|
7.800000000
|
%
|
Bremer Bank, N.A.
|
|
$3,850,000.00
|
|
4.400000000
|
%
|
BMO Harris Bank N.A.
|
|
$1,925,000.00
|
|
2.200000000
|
%
|
TOTAL
|
|
$87,500,000.00
|
|
100.000000000
|
%
|
To:
|
Wells Fargo Bank, National Association, as the Administrative Agent
|
Date:
|
____________ __, 20__
|
Subject:
|
Titan Machinery Inc.
|
Date
|
Maximum Consolidated Net Leverage Ratio
|
January 31, 2015
|
3.00:1.00
|
April 30, 2015
|
3.00:1.00
|
July 31, 2015
|
2.75:1.00
|
October 31, 2015
|
2.75:1.00
|
January 31, 2016 and the end of each Fiscal Period thereafter
|
2.50:1.00
|
Date
|
Minimum Consolidated Pre-Tax Income
|
||
January 31, 2015
|
N/A
|
|
|
April 30, 2015
|
<$11,000,000>
|
|
|
July 31, 2015
|
<$9,000,000>
|
|
|
October 31, 2015
|
|
$1,000,000
|
|
January 31, 2016 and the end of each Fiscal Period thereafter
|
|
$10,000,000
|
|
Amount
|
Debt
|
$
|
CNH Capital America, LLC – 0% Debt
|
$
|
CNH Capital America, LLC – Interest Bearing
|
$
|
Agricredit Acceptance, LLC
|
$
|
Rental Equipment Debt (7.03(n))
|
$
|
Floorplan Loans
|
$
|
Working Capital Loans
|
1.
|
Integration. Except as amended herein, the terms and conditions of the Agreement shall remain unchanged and in full force and effect. In the event of a conflict between the terms of this Amendment and the Agreement, the terms of this Amendment shall prevail. Capitalized terms used herein but not otherwise defined shall have the meanings ascribed to them in the Agreement.
|
2.
|
Amendment. The Agreement shall be amended as follows:
|
“10.
|
ANNUAL RENEWAL FEE.
In addition to Debtor’s obligations, representations and warranties hereunder, Debtor shall pay to Secured Party an Annual Renewal Fee equal to one hundred dollars ($100.00) for every one million dollars ($1,000,000.00) of the Total Amount of Uncommitted Credit Facility
less
the amount of all vendor program lines by which Secured Party or De Lage Landen Financial Services, Inc. finances Debtor’s acquisition of inventory under the terms of program agreements between such vendors and Lender or De Lage Landen Financial Services, Inc. Secured Party will invoice by July 31
st
of each year. The annual renewal fee shall be due and payable to Secured Party no later than August 31
st
of that year.”
|
3.
|
Miscellaneous. This Amendment may be executed in counterparts, including facsimile counterparts, each of which will constitute an original, but which collectively will form one and the same instrument. This Amendment constitutes the final agreement between the Parties and is the exclusive expression of the Parties’ agreement on the matters contained herein. All earlier and contemporaneous negotiations and agreements between the Parties on the matters contained herein are expressly merged into and superseded by this Amendment. Any modification or additions to the terms of this Amendment must be in a written agreement identified as an amendment and executed by both Parties.
|
IN WITNESS WHEREOF, the parties have executed this Amendment effective as of the date set forth on the first page of this Amendment.
|
|||||
|
Titan Machinery, Inc.,
|
|
Agricredit Acceptance LLC,
At: 8001 Birchwood Court, Johnston, IA 50131
|
||
Debtor
|
|||||
/s/ Ted O. Christianson, Treasurer
|
/s/ Todd R. Cate
|
||||
Authorized Signature
|
Authorized Signature
|
||||
Ted O. Christianson
|
3/30/15
|
Todd R. Cate VP Operations 4/13/15
|
|||
Print Name & Title
|
Date
|
Print Name & Title
|
Date
|
Name
|
|
Ownership
|
|
Jurisdiction of
Incorporation/
Organization
|
Transportation Solutions, LLC
|
|
100%
|
|
North Dakota
|
NW Property Solutions LLC
|
|
100%
|
|
North Dakota
|
Titan European Holdings S.a.r.l.
|
|
100%
|
|
Luxembourg
|
Titan Machinery SRC GmbH
|
|
100%
|
|
Austria
|
Titan Machinery Ukraine LLC
|
|
100%
|
|
Ukraine
|
Titan Machinery D.o.o. Novi Sad
|
|
100%
|
|
Serbia
|
Titan Machinery Austria GmbH
|
|
100%
|
|
Austria
|
Titan Machinery Romania S.R.L.
|
|
100%
|
|
Romania
|
Titan Machinery Bulgaria AD
|
|
70%
|
|
Bulgaria
|
1.
|
I have reviewed this report on Form 10-K of Titan Machinery Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
|
/s/ DAVID J. MEYER
|
David J. Meyer
|
Board Chair and Chief Executive Officer
|
1.
|
I have reviewed this report on Form 10-K of Titan Machinery Inc.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
|
5.
|
The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors:
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
|
/s/ MARK KALVODA
|
Mark Kalvoda
|
Chief Financial Officer
|
/s/ DAVID J. MEYER
|
David J. Meyer
|
Board Chair and Chief Executive Officer
|
/s/ MARK KALVODA
|
Mark Kalvoda
|
Chief Financial Officer
|